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

March 2016

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

New York

San Francisco

Washington, D.C.

Toronto

As some of you may have noticed, we are now putting out four m&a update newsletters each month. This one, which we call our M&A Market Update, covers the dozen plus information technology sectors that we follow and sometimes lead. The other three are sector specific, going more in depth into Fintech, Enterprise Data and Analytics, and Healthcare IT. We hope that they help you better understand the sometimes chaotic world in which we all operate. If you feel that you are missing out on one of these and would like to be added to the list, drop me a line.

For several years now, the dozen plus information technology sectors that we support have been strong for some, while quite disruptive for others. In Fintech, the press has focused on the digital revolution in customer behavior and the wave of virtualization currently sweeping financial services. It has to make the traditional providers nervous. Read more about our thoughts on this HERE. In Enterprise Data, the buzz has been around the rise of big data analytics and how they are changing the way we understand the world (See the recent IBM Watson deal below and more thoughts on that HERE). In Healthcare IT the talk has been about the increasing use of technology, information, and tools that may fundamentally change the doctor-patient relationship. Read the full newsletter HERE. These are disruptive times. Get used to it.

These are times in which the use of technology to remove humans from both structured and unstructured processes has never had more momentum. Driverless cars are the tip of the iceberg. There is a long list of innovative firms finding creative ways to give non-technical users a vastly improved experience at a materially lower cost. See our latest blog post, for some examples HERE.

It’s a heady time to be in this industry. We’re pretty sure that the politicians won’t mess it up; even though we are sure they will try. Some of the more interesting transactions over the past month include the following:

• IBM Watson Health (Armonk, NY) agreed to acquire Truven Health Analytics for $2.6bn, valuing the company at an implied 5.9x LTM Revenue and 35.7x These are times in LTM EBITDA; • TSYS (NYSE:TSS) agreed to acquire TransFirst from Vista Equity Partners which the use of for $2.4bn in cash, valuing the company at an implied 13.8x adjusted technology to EBITDA; remove humans • ResMed (San Diego, CA) agreed to acquire Brightree for $800mm, valuing the company at an implied 7.1x LTM Revenue and 18.6x LTM EBITDA; from both • Insight Venture Partners (New York, NY) agreed to acquire Diligent for $4.90 structured and per share, valuing the company at approximately $624mm, including cash; • Oscar Insurance (New York, NY) raised $400mm in a funding round valuing unstructured the company at $2.7bn post money; processes has • Telenor (OB:TEL) agreed to acquire Tapad for $360mm, valuing the never had more company at an implied 4.0x 2016E revenue; • Snapdeal (New Delhi, India) raised $200mm led by Ontario Teachers’ momentum. Pension Plan, valuing the company at $6.5bn; • Nasdaq (NASDAQ:NDAQ) agreed to acquire Marketwired from OMERS Private Equity for CAD150mm (~$111mm).

Sincerely,

Kenneth B. Marlin www.MarlinLLC.com

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

MARCH 2016

03 Sector Comparison Snapshot

04 Sector Analyses

04 Application Software

05 B2B E-commerce & Marketing Technologies

06 Banking Software & Processors

07 Business Intelligence Software

08 Capital Markets Software & Services

09 Data & Analytics – Financial Services

10 Healthcare Information Software Systems

11 Information & Market Research

12 Insurance Technology

13 Payment Technology

14 Securities Exchanges

15 Security Software

16 Technology-Enabled Financial Institutions

17 Technology-Enabled Healthcare Services

18 Merger-and-Acquisition Activity Trends

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 02 MARCH 2016 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2015 Revenue

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

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

Enterprise Value / 2015 EBITDA

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

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

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

Public Market Data

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

6.5x 320 35x

280 5.5x 29x 240 4.5x 23x 200 3.5x 17x

160

EV / EBITDAEV EV / Revenue EV 2.5x 11x 120

1.5x 5x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue (USD millions) Cap Value CY2015E CY2016E CY2015E CY2016E CY2015E CY2016E CY2015E CY2016E

Oracle 158,742 148,755 4.0x 3.9x 8.6x 8.6x (3%) 1% 46% 46% SAP 90,808 97,069 4.3x 4.1x 14.5x 11.8x 18% 6% 30% 34% Intuit 25,706 26,617 6.0x 5.6x 20.4x 14.7x 6% 6% 29% 38% CA Technologies 12,331 12,081 3.0x 3.0x 9.8x 7.8x (7%) (0%) 31% 38% Constellation Softw are 8,887 9,048 4.9x 4.3x 21.2x 16.7x 10% 15% 23% 26% Amdocs 8,604 7,418 2.0x 2.0x 10.7x 20.7x 1% 3% 19% 9% NetSuite 4,810 4,730 6.4x 4.9x na 56.3x 33% 30% n/a 9% Manhattan Associates 4,065 3,936 7.1x 6.4x 23.3x 18.9x 13% 10% 30% 34% NICE Systems 3,709 3,284 3.5x 3.3x 14.6x 12.0x (8%) 8% 24% 27% Softw are AG 2,730 2,745 2.9x 2.9x 9.8x 9.5x 2% 1% 30% 30% Paycom Softw are 1,861 1,836 8.2x 5.9x 43.7x 28.4x 49% 38% 19% 21% Zendesk 1,630 1,384 6.6x 4.7x na na 64% 43% n/a n/a Paylocity 1,507 1,428 7.6x 5.6x na 58.1x 47% 35% n/a 10% SciQuest 339 197 1.9x 1.8x 24.4x 8.4x 3% 5% 8% 21% Trim Mean 13,887 14,298 4.9x 4.2x 16.5x 18.7x 14% 13% 26% 26% Median 4,437 4,333 4.6x 4.2x 14.6x 14.7x 8% 7% 29% 27%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Insight Venture Partners (New York, NY) agrees to acquire Diligent for $4.90 per share, valuing the company at approximately $624mm, including cash. Diligent is the 2/15/16 leading provider of secure online collaboration and document sharing solutions for boards, committees and leadership teams. Upon closing of the transaction, Diligent will be a privately-held company.

Kaseya (Waltham, MA) agrees to acquire Vorex for an undisclosed sum. Vorex 2/9/16 provides online project management and enterprise resource planning solutions.

Centre Technologies (Houston, TX) agrees to acquire Tradentrix for an undisclosed 2/1/16 sum. Tradentrix designs, builds and supports enterprise-class cloud-based architecture and networking solutions for domestic and international companies.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 04 MARCH 2016 B2B E-commerce & Marketing Technologies

Public Market Data

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

13.0x 60x 200

11.0x 50x

160 9.0x 40x

7.0x 30x

120

EV / EBITDAEV EV / Revenue EV 5.0x 20x

3.0x 10x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Mercadolibre 4,493 4,421 6.8x 6.4x 24.7x 24.6x 17% 5% 27% 26% Shopify 1,692 1,500 7.3x 4.6x na na 95% 60% na na HubSpot 1,429 1,326 7.3x 5.3x na na 57% 38% na na NeuStar 1,360 2,366 2.3x 1.9x 5.8x 4.2x 9% 18% 39% 46% Demandw are 1,312 1,115 4.7x 3.7x na 46.8x 48% 27% na 8% Focus Technology 1,069 966 12.8x 6.4x 32.9x na (3%) 100% 39% na Marketo 732 632 3.0x 2.3x na na 40% 30% na na ChannelAdvisor 281 225 2.2x 2.0x na nm 18% 12% na 2% Mediagrif Interactive 173 186 3.5x 3.4x 10.1x 8.0x 2% 2% 34% 42% QuinStreet 134 99 0.3x 0.3x na 6.0x 3% 17% na 5% Trim Mean 1,006 1,039 4.6x 3.7x 17.4x 12.9x 24% 26% 37% 20% Median 1,190 1,040 4.1x 3.6x 17.4x 8.0x 18% 23% 37% 17%

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

Recent Activity

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

Snapdeal (New Delhi, India) raises $200mm led by Ontario Teachers’ Pension Plan, valuing the company at $6.5bn. India’s leading e-commerce provider plans to use the 2/16/16 proceeds to further build out its technology platform, logistics, payments, and back- end infrastructure.

Telenor (OB:TEL) agrees to acquire Tapad for $360mm, valuing the company at an implied 4.0x 2016E revenue. With the acquisition of Tapad, Telenor is penetrating the 2/1/16 rapidly growing market for advertising technology and gaining competence within digital marketing and analytics.

Curalate (Philadelphia, PA) raises $27.5mm in a Series C round led by New Enterprise Associates. Curalate’s visual commerce platform enables marketers to use 2/1/16 visual content to influence the customer journey from awareness to conversion. The result for brands is significantly increased product discovery, brand engagement, website traffic, and conversions. The company has raised $40mm to date.

Public Market Data

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

5.0x 20x 260

4.0x 16x 200

3.0x 12x 140

EV / EBITDAEV EV / Revenue EV

2.0x 8x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Fiserv 22,148 26,149 5.0x 4.7x 16.3x 13.6x 4% 6% 31% 35% FIS 17,428 28,341 4.3x 3.0x 16.8x 9.8x 3% 43% 26% 31% Jack Henry & Associates 6,560 6,605 5.1x 4.8x 14.5x 13.7x 6% 6% 35% 35% Oracle Financial Services 4,073 3,732 6.3x 5.4x 15.0x 12.3x 5% 16% 42% 44% Temenos 3,491 3,758 6.9x 6.2x 21.9x 16.3x 16% 12% 32% 38% Ellie Mae 2,605 2,526 9.9x 7.9x 52.6x 27.2x 57% 26% 19% 29% ACI Worldw ide 2,242 3,115 3.0x 3.1x 17.8x 11.6x 3% (4%) 17% 27% Bottomline Technologies 1,066 1,101 3.3x 3.0x 25.7x 14.3x 4% 8% 13% 21% Q2 Holdings 786 675 6.2x 4.6x nm nm 38% 34% na na Polaris Consulting & Services 318 283 1.0x 0.9x 8.2x 6.5x 0% 7% 12% 14% Sw ord Group 228 192 1.3x 1.1x 8.4x 7.0x 16% 22% 16% 15% Gresham Computing 95 89 4.3x 3.8x 23.9x 17.0x 15% 15% 18% 22% Microgen 92 91 2.1x 2.0x 7.9x 7.6x 6% 2% 26% 27% Trim Mean 3,536 4,384 4.3x 3.8x 16.9x 12.3x 11% 14% 23% 28% Median 2,242 2,526 4.3x 3.8x 16.6x 12.9x 6% 12% 22% 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 Sopra Steria (ENXTPA:SOP) agrees to acquire a 75% stake in Cassiopae for an undisclosed sum. Cassiopae provides software solutions for specialized finance and 2/24/16 real estate. Sopra Steria anticipates acquiring the remaining 25% stake – which is currently being retained by the founder of Cassiopae, his family, and certain members of the management team – by 2020.

Avaloq (Zurich, Switzerland) acquires the remaining 49% stake in B-Source from BSI. 2/10/16 B-Source provides BPO and IT services for banks and other financial services firms. Avaloq acquired its original 51% stake in B-Source from BSI in 2011.

Spotcap (Berlin, Germany) raises €31.5mm (~$34mm) in a round of funding led by new investor Finstar Financial Group, and including existing investor Holtzbrinck 2/2/16 Ventures. Spotcap, which provides online small business lending, plans to use the funding to expand internationally.

Public Market Data

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

10.0x 64x 240

56x 8.0x 200 48x

40x 6.0x 160 32x

24x / EBITDAEV EV / Revenue EV 4.0x 120 16x

2.0x 8x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Open Text 6,149 6,992 3.8x 3.8x 13.3x 10.3x (2%) 2% 29% 36% Splunk 5,980 4,971 7.4x 5.6x na nm 48% 32% na 7% Tableau Softw are 3,558 2,762 4.2x 3.3x na 38.8x 58% 29% na 8% Verint Systems 2,330 2,717 2.3x 2.2x 9.5x 8.8x 4% 5% 24% 25% Qlik Technologies 2,295 1,975 3.2x 2.8x nm 25.9x 10% 14% 1% 11% Microstrategy 1,996 1,510 2.8x 2.7x 9.7x 8.1x (9%) 5% 29% 33% Hortonw orks 548 454 3.7x 2.4x na na 165% 54% na na Trim Mean 3,232 2,787 3.6x 3.0x 10.8x 15.0x 24% 17% 27% 19% Median 2,330 2,717 3.7x 2.8x 9.7x 10.3x 10% 14% 27% 18% [1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Zoomdata (Reston, VA) raises $25mm in a Series C round led by Goldman Sachs’ Merchant Banking Division. Zoomdata is a supplier of fast visual analytics for real-time 2/16/16 streaming and historical data. Zoomdata has now raised a total of $47.2mm since its launch in 2012. Over the past year, the company added 35 new enterprise customers including Cisco, Deloitte and Markerstudy to its Fusion platform.

Trifacta (San Francisco, CA) raises $35mm in a funding round led by new investor Sino-French Innovation Fund, a fund managed by Cathay Capital Private Equity, and 2/9/16 existing investors Accel Partners, Ignition Partners, and Greylock Partners. Trifacta, a provider of data wrangling solutions raised more than $76mm to date.

Anexinet (Blue Bell, PA), a Marlin Equity Partners portfolio company, agrees to acquire ListenLogic for an undisclosed sum. ListenLogic is a tech-enabled services 1/14/16 provider of unstructured big data and predictive analytics, social intelligence and real- time risk sensing to large enterprises.

Public Market Data

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

4.5x 20x 200

4.0x 18x 170

3.5x 16x 140

3.0x 14x EV / EBITDAEV EV / Revenue EV 110 2.5x 12x

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

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Broadridge 7,021 7,470 2.7x 2.5x 12.6x 11.6x 7% 6% 21% 22% SS&C Technologies 6,230 8,548 8.5x 5.8x 27.1x 13.4x 30% 48% 32% 43% Markit 5,310 6,012 5.4x 5.0x 12.6x 11.4x 5% 8% 43% 44% DST 3,800 3,975 2.0x 1.9x 9.8x 8.5x (1%) 5% 20% 22% Computershare 3,716 5,081 2.6x 2.6x 8.5x 9.9x (3%) (1%) 31% 27% SimCorp 1,885 1,839 6.1x 5.9x 23.1x 24.5x 15% 4% 26% 24% IRESS 1,286 1,421 5.4x 4.9x 21.7x 15.8x 10% 10% 25% 31% Fidessa group 1,265 1,154 2.8x 2.7x 16.3x 10.2x 7% 4% 17% 26% Envestnet 774 1,023 2.4x 1.8x 21.5x 10.7x 21% 37% 11% 17% First Derivatives 532 547 3.8x 3.3x 19.3x 16.1x 30% 16% 20% 20% Linedata Services 297 297 1.6x 1.6x 6.4x 5.9x 9% 2% 25% 26% Cinnober 80 74 2.0x 1.7x 28.8x 28.9x 18% 13% 7% 6% StatPro Group 70 67 1.6x 1.4x 11.9x 9.8x (6%) 14% 13% 14% Brady 67 58 1.4x 1.3x 9.8x 8.3x (7%) 7% 15% 16% Lombard Risk Management 46 42 1.3x 1.2x 6.4x 5.2x 4% 9% 21% 23% Trim Mean 1,947 2,232 3.1x 2.8x 15.4x 12.0x 9% 11% 21% 24% Median 1,265 1,154 2.6x 2.5x 12.6x 10.7x 7% 8% 21% 23%

Recent Activity

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

BI-SAM (Paris, France) acquires FinAnalytica for an undisclosed sum. FinAnalytica’s 2/29/16 Cognity platform offers multi-asset class market risk support, portfolio construction and investment decision analytics.

FinEx Commodity Partners (Grand Cayman, Cayman Islands) has taken an undisclosed ownership stake in MDX Technology for an undisclosed sum. MDX 2/15/16 delivers a bi-directional data distribution and collaboration solution designed to enhance the trading operations of all financial services, commodities and energy firms. PowerPlan (Atlanta, GA) agrees to acquire Riva Modeling Systems for an undisclosed sum. Riva Modeling Systems provides asset management planning and asset 2/8/16 investment planning solutions used by utilities and the public sector. Riva will strengthen PowerPlan’s ability to tie individual asset plans to their customers' overall strategic goals, driving financial optimization.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 08 MARCH 2016 Data & Analytics – Financial Services

Public Market Data

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

6.0x 18x 240

16x 200 5.0x

14x 160

4.0x EV / EVEBITDA EV / Revenue EV 12x 120

3.0x 10x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Thomson Reuters 28,444 36,600 3.0x 3.1x 13.8x 11.3x (3%) (4%) 22% 28% McGraw Hill Financial 24,418 27,511 5.2x 4.8x 12.4x 11.4x 5% 7% 42% 42% Moody's 17,778 19,150 5.5x 5.3x 12.1x 11.6x 5% 4% 46% 46% Experian 16,022 19,371 4.1x 4.3x 10.8x 12.5x (5%) (4%) 38% 35% Equifax 12,659 13,800 5.2x 4.5x 15.1x 12.5x 9% 15% 34% 36% Verisk Analytics 12,570 15,596 7.5x 6.7x 16.5x 14.2x 18% 13% 46% 47% MSCI 7,305 8,107 7.5x 7.1x 16.8x 15.3x 8% 6% 45% 46% FactSet Research Systems 6,330 6,427 6.2x 5.5x 17.3x 15.4x 10% 13% 36% 36% CoStar Group 5,716 5,649 7.9x 6.7x 61.8x 24.9x 24% 18% 13% 27% Dun & Bradstreet 3,487 4,957 3.0x 2.9x 11.6x 9.8x 3% 5% 26% 29% Morningstar 3,485 3,244 4.1x 4.0x 12.7x 12.4x 4% 3% 32% 32% FICO 3,228 3,756 4.4x 4.2x 19.3x 15.1x 7% 4% 23% 28% CoreLogic 3,106 4,283 2.8x 2.3x 13.2x 9.0x 9% 21% 21% 26% Trim Mean 10,273 11,692 5.1x 4.7x 14.6x 12.9x 7% 8% 33% 35% Median 7,305 8,107 5.2x 4.5x 13.8x 12.5x 7% 6% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Moody’s (NYSE:MCO) acquires a minority ownership stake in Finagraph for an undisclosed sum. Finagraph provides automated financial data collection and 2/25/16 business intelligence solutions to small- and medium-sized businesses (SMBs). In partnership with Finagraph, Moody’s expects to broaden its offering of credit risk solutions covering SMBs. Xignite (San Mateo, CA) raises $20.5mm in a Series C funding round led by Tokyo- based QUICK Corporation and included existing investors StarVest Partners, Altos 2/8/16 Ventures and Startup Capital Ventures, bringing total funding to $37mm. Marlin & (Among other investors) Associates acted as exclusive strategic and financial advisor to Xignite. Click Here to read our press release.

Pitchbook (Seattle, WA) raises $10mm in a Series B funding round led by existing investor Morningstar. The funding round values the investment data provider at 1/21/16 $160mm post-money and brings total funding received since inception to $14mm. Pitchbook has approximately 1,400 clients and added more than 700 in 2015 alone.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 09 MARCH 2016 Healthcare Information Software Systems

Public Market Data

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

7.0x 35x 200

6.0x 30x

150 5.0x 25x

4.0x 20x

100

EV / EBITDAEV EV / Revenue EV 3.0x 15x

2.0x 10x 50 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015E CY2016E CY2015E CY2016E CY2015E CY2016E CY2015E CY2016E

Cerner 17,868 17,960 4.1x 3.6x 14.9x 10.7x na 31% 14% 28% 34% athenahealth 5,055 5,211 5.6x 4.7x nm 22.4x na 23% 20% 7% 21% Veeva Systems 3,335 2,989 7.4x 5.9x 25.8x 19.9x na 29% 25% 29% 30% Inovalon 2,665 2,218 5.1x 4.3x 15.9x 12.3x na 21% 18% 32% 35% CompuGroup Medical 2,385 2,755 4.6x 4.3x 23.8x 18.9x na 5% 6% 19% 23% Allscripts 2,377 2,896 2.1x 2.0x 25.8x 10.4x na 1% 4% 8% 19% Medidata 1,981 1,964 5.0x 4.3x 49.0x 18.3x na 17% 17% 10% 23% HealthEquity 1,178 1,053 8.4x 6.1x 27.2x 18.7x na 43% 37% 31% 33% The Advisory Board 1,164 1,642 2.1x 2.0x 12.5x 8.7x na 32% 7% 17% 23% Quality Systems 940 835 1.7x 1.6x 14.6x 9.0x na 3% 9% 12% 17% Benefitfocus 864 841 4.5x 3.6x nm na na 35% 26% na na Computer Programs & Systems 617 581 3.2x 1.9x 20.5x 6.7x na(11%) 72% 16% 28% Imprivata 286 235 2.0x 1.7x nm na na 23% 16% na na Trim Mean 2,051 2,089 4.2x 3.5x 21.1x 14.1x 20% 18% 19% 26% Median 1,981 1,964 4.5x 3.6x 22.1x 12.3x 23% 17% 17% 23% [1] Benefitfocus added to the index as of IPO 9/18/13, Veeva added on 10/16/13, and Imprivata added on 6/24/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Oscar Insurance (New York, NY) raises $400mm in a funding round valuing the company at $2.7bn post money. The round was led by Fidelity Investments, with 2/22/16 participation from 11 existing investors including Goldman Sachs and Google Capital. The new capital will be used in part to expand into three to four new states per year, beyond its existing New York, New Jersey, Texas and California operations.

ResMed (San Diego, CA) agrees to acquire Brightree for $800mm, valuing the company at an implied 7.1x LTM Revenue and 18.6x LTM EBITDA. Brightree, backed 2/22/16 by Battery Ventures, provides cloud-based software to the home/durable medical equipment, home health and hospice industries.

IBM Watson Health (Armonk, NY) agrees to acquire Truven Health Analytics for $2.6bn, valuing the company at an implied 5.9x LTM Revenue and 35.7x LTM 2/18/16 EBITDA. Truven provides information, analytic tools, benchmarks, services, and related expertise to the healthcare industry. In April 2012, the company was acquired by Veritas Capital from Thomson Reuters for $1.25bn.

Public Market Data

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

4.0x 19x 180

160 3.5x 17x

140 3.0x 15x

120 EV / EBITDAEV EV / Revenue EV 2.5x 13x 100

2.0x 11x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Reed Elsevier (RELX Group) 37,664 42,837 4.9x 4.7x 14.3x 13.6x 8% 4% 34% 35% Nielsen 18,449 25,630 4.2x 4.0x 17.1x 13.0x (2%) 3% 24% 31% Wolters Kluw er 11,142 13,065 2.9x 2.8x 11.3x 10.8x 15% 3% 25% 26% Pearson 9,799 9,328 1.5x 1.5x 9.1x 9.0x (8%) (0%) 16% 17% IHS 7,149 8,989 4.1x 3.8x 15.8x 11.5x 5% 7% 26% 33% Gartner 6,913 7,370 3.4x 3.0x 20.9x 16.1x 7% 12% 16% 19% Informa 6,265 7,527 4.5x 4.3x 14.5x 13.2x 7% 5% 31% 32% UBM 3,674 4,381 4.1x 4.0x 15.4x 14.2x 3% 3% 27% 28% comScore 1,622 1,508 4.1x 2.9x 40.6x 12.1x 12% 42% 10% 24% Euromoney Institutional Investor 1,613 1,566 2.8x 2.8x 10.3x 10.4x (1%) (1%) 27% 27% Forrester Research 556 452 1.4x 1.4x 13.9x 11.9x 1% 4% 10% 12% Trim Mean 7,403 8,818 3.5x 3.2x 14.8x 12.3x 4% 4% 23% 27% Median 6,913 7,527 4.1x 3.0x 14.5x 12.1x 5% 4% 25% 27%

Recent Activity

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

Nasdaq (NASDAQ:NDAQ) acquires Marketwired from OMERS Private Equity for CAD 150mm (~$111mm). Marketwired, a leading global provider of news distribution 2/12/16 services and analytics for communication professionals, services more than 8,500 clients and significantly strengthens Nasdaq’s corporate services business.

Gfk (XTRA:GFK) acquires Netquest for an undisclosed sum. Netquest is a leading provider of cross-device digital panels and behavioral data in 21 countries. The 2/5/16 transaction strengthens Gfk’s position in digital panels and bolsters its footprint in Latin America, Spain and Portugal.

MarketResearch.com (Rockville, MD) acquires Freedonia Group for an undisclosed sum. MarketResearch.com, a leader in market research solutions and services, adds 2/2/16 a complementary business that offers proprietary research reports and consulting services.

Public Market Data

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

4.0x 25x 190

3.0x 20x 160

2.0x 15x 130 EV / EBITDAEV EV / Revenue EV 1.0x 10x 100

0.0x 5x 70 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Solera Holdings 3,771 6,518 5.4x 5.0x 15.2x 13.0x 10% 8% 36% 39% Guidew ire Softw are 3,614 3,023 7.6x 7.0x nm 36.8x 7% 9% 5% 19% Ebix 1,256 1,405 5.3x 5.0x 14.1x 12.8x 24% 6% 37% 39% CorVel 824 797 1.6x nm 12.4x nm 1% na 13% na Sapiens 584 521 2.8x 2.5x 15.3x 15.3x 18% 13% 18% 16% msg life 100 79 0.7x 0.6x 8.7x 6.8x 4% 4% 8% 10% Connecture 65 107 1.1x 0.9x 11.1x 6.5x 15% 18% 10% 15% Trim Mean 1,276 1,171 3.2x 3.4x 13.2x 12.0x 11% 9% 17% 22% Median 824 797 2.8x 3.7x 13.3x 12.9x 10% 9% 13% 18% [1] Connecture added to the index as of IPO 12/12/14

Recent Activity

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

Vertafore (Bothell, WA) agrees to acquire Keal Technology for an undisclosed sum. The acquisition represents an expansion into Canada for Vertafore. Keal will continue 2/29/16 to operate under its existing brand, in order to maintain recognition in the Canadian market. The acquisition is anticipated to close by the end of March 2016.

MetroMile (San Francisco, CA) raises a round of funding from new investor Intact Financial. MetroMile offers pay-per-mile auto insurance, and has previously raised 2/16/16 capital from VC funds including First Round Capital, Index Ventures, and New Enterprise Associates.

Crump Life Insurance Services (Roseland, NJ) acquires The Life Insurance Center (dba: Quick Life) for an undisclosed sum. Crump plans to combine Quick Life with its 2/1/16 InsureNOW Direct platform, augmenting the company’s solutions in the direct-to- consumer space.

Public Market Data

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

4.0x 18x 240

220 3.5x 16x 200 3.0x 14x 180

2.5x 12x 160

140

2.0x 10x EV / EBITDAEV EV / Revenue EV 120 1.5x 8x 100

1.0x 6x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

PayPal 48,278 44,867 4.9x 4.2x 23.0x 15.8x 15% 15% 21% 27% FleetCor Technologies 12,697 15,110 8.9x 8.6x 17.9x 15.6x 42% 4% 50% 55% Vantiv 10,559 13,744 8.2x 7.5x 19.3x 15.5x 19% 10% 43% 48% Western Union 9,470 11,329 2.1x 2.1x 8.1x 8.3x (2%) (0%) 25% 25% Total System Services 8,243 9,214 3.3x 3.1x 13.8x 10.1x 14% 6% 24% 31% Global Payments 8,174 9,914 3.5x 4.5x 16.1x 14.6x 6% (23%) 22% 31% Wirecard 4,964 4,137 4.9x 3.8x 16.7x 12.6x 23% 30% 29% 30% Euronet Worldw ide 3,668 3,636 2.1x 1.9x 13.2x 10.5x 6% 10% 16% 18% WEX 2,637 3,565 4.2x 4.1x 11.9x 11.4x 27% 2% 35% 36% Blackhaw k Netw ork Holdings 1,954 1,410 0.8x 0.7x 8.7x 6.3x 25% 16% 9% 11% EVERTEC 917 1,542 4.1x 4.1x 9.2x 8.4x 3% 1% 45% 48% PayPoint 717 650 2.1x 2.0x 8.1x 7.7x 2% 4% 26% 26% Cass Information Systems 579 353 2.9x nm 8.9x nm 1% na 33% na SafeCharge 567 452 4.4x 3.7x 14.7x 11.8x 34% 19% 30% 31% Moneygram International 345 1,307 0.9x 0.8x 9.2x 5.0x (1%) 8% 10% 17%

Trim Mean 5,011 5,847 3.7x 3.5x 12.9x 11.1x 13% 8% 28% 31% Median 3,668 3,636 3.5x 3.7x 13.2x 11.0x 14% 7% 26% 30%

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

Recent Activity

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

Wirecard (XTRA:WDI) acquires Provus Service Provider from Innova Capital for EUR 32mm (~$35mm) in cash, valuing the company at an implied 8.0x 2016E EBITDA. 2/29/16 The acquisition will allow Wirecard to step up its expansion into Eastern Europe and complements its existing European acquiring and issuing license.

RealPage (NASDAQ:RP) agrees to acquire NWP Services Corp for $68mm in cash, valuing the company at an implied 1.2x LTM revenue and 11.3x LTM EBITDA. NWP 2/23/16 is a provider of cloud-based resident billing & electronic payments solutions. RealPage expects to realize significant synergies from reduced back office costs.

TSYS (NYSE:TSS) agrees to acquire TransFirst from Vista Equity Partners for $2.4bn in cash, valuing the company at an implied 13.8x adjusted EBITDA. TransFirst plus 1/26/16 TSYS Merchant will represent one third of TSYS’s pro forma revenue, and will increase TSYS’s overall growth profile to a high-single digit revenue growth.

Public Market Data

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

16.0x 15x 180

14.0x 14x 160 12.0x 13x

10.0x 12x 140

8.0x 11x 120

6.0x 10x / EBITDAEV EV /EV Revenue 100 4.0x 9x

2.0x 8x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

CME Group 31,309 31,785 9.6x 8.8x 14.3x 12.6x 7% 9% 67% 70% IntercontinentalExchange (ICE) 27,618 34,337 10.3x 7.5x 16.2x 12.1x 8% 36% 64% 62% Hong Kong Exchange 26,291 24,962 14.5x 15.2x 20.0x 22.5x 36% (5%) 73% 67% Deutsche Börse Group 15,894 17,320 5.8x 6.2x 13.3x 11.2x 16% (8%) 43% 56% London Stock Exchange (LSE) 14,273 16,021 7.4x 7.4x 15.2x 14.7x 11% (1%) 49% 51% The Nasdaq OMX Group 10,855 12,811 6.8x 5.9x 11.7x 11.3x 13% 15% 58% 52% Australian Exchange (ASX) 6,024 5,256 9.7x 9.7x 12.0x 12.7x 9% (0%) 81% 76% Singapore Exchange (SGX) 5,631 5,107 8.6x 8.7x 16.0x 15.9x 18% (0%) 54% 54% BM&F Bovespa 5,668 4,840 8.5x 8.1x 13.0x 12.3x 9% 5% 65% 66% CBOE 5,213 5,099 8.0x 7.6x 13.9x 13.2x 3% 6% 58% 58% TMX Group 1,676 2,285 4.0x 4.2x 8.0x 9.1x (4%) (4%) 50% 46% Trim Mean 13,052 13,689 8.3x 7.8x 13.9x 12.9x 10% 3% 60% 60% Median 10,855 12,811 8.5x 7.6x 13.9x 12.6x 9% (0%) 58% 58%

Recent Activity

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

J.C. Flowers & Co. (New York, NY) agrees to acquire Chi-X’s Australian and Japanese businesses. The acquisition gives J.C. Flowers two exchanges that have 1/24/16 battled for more than four years to grab market share from dominant bourse (Australian and Japanese operators. Businesses)

Maponya Developments (Umhlanga Rocks, South Africa) acquires a 15% stake in 4 12/15/15 Africa Exchange. The deal diversifies the group beyond its existing portfolio of assets including retail, property and poultry.

Magyar Nemzeti Bank (Hungary) acquires an additional 68.8% stake in Budapest 11/24/15 Stock Exchange for HUF 13.2bn (~$45mm). The transaction is subject to the approval of the Hungarian Competition Authority.

Public Market Data

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

8.0x 40x 280

36x 7.0x 240

32x 6.0x 200 28x 5.0x 160

24x

EV /EV EBITDA EV / Revenue EV 4.0x 120 20x

3.0x 16x 80 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Check Point Softw are 14,951 13,666 8.4x 7.8x 16.0x 13.9x 9% 8% 52% 56% Symantec 12,957 12,428 2.0x 3.4x 6.4x 10.1x 32% (41%) 32% 34% Palo Alto Netw orks 12,539 12,072 10.5x 7.7x na 31.8x 56% 36% na 24% Qihoo 360 Technology 10,255 10,742 5.5x 3.9x 19.0x 14.4x 40% 41% 29% 27% F5 Netw orks 6,720 5,929 3.0x 2.9x 10.0x 8.5x 9% 5% 31% 34% Fortinet 4,880 3,989 4.0x 3.2x nm 18.0x 31% 24% 5% 18% FireEye 2,645 2,179 3.5x 2.6x na na 46% 33% na na Proofpoint 1,898 1,838 6.9x 5.3x na nm 36% 31% na 4% Imperva 1,377 1,112 4.7x 3.6x na nm 43% 30% na 4% CyberArk 1,339 1,100 6.8x 5.3x 31.0x 24.8x 56% 29% 22% 21% AVG Technologies 1,011 1,127 2.6x 2.5x 9.1x 6.8x 14% 4% 29% 37% Barracuda Netw orks 685 536 1.7x 1.6x nm 9.7x 16% 10% 1% 16% VASCO Data Security 547 424 1.8x 2.0x 8.1x 13.6x 20% (10%) 22% 14% Radw are 521 391 1.8x 1.8x 14.3x 17.0x (2%) (1%) 13% 11% Axw ay Softw are 442 403 1.3x 1.2x 8.9x 7.5x 9% 8% 14% 16% mimecast 398 300 2.2x 1.9x 21.9x 33.4x na 16% 10% 6% Zix 226 197 3.6x 3.3x 15.8x 12.4x 9% 10% 23% 26% Absolute Softw are 209 177 1.9x 2.0x 10.5x 13.6x (1%) (2%) 18% 14%

Trim Mean 3,653 3,423 3.8x 3.3x 13.4x 15.0x 25% 14% 21% 20% Median 1,358 1,120 nm3.3x 3.0x 12.4x 13.6x 20% 10% 22% 18% [1] mimecast added to the index as of IPO 11/19/15 Recent Activity

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

Signifyd (San Jose, CA) raises $20mm in a Series B funding round led by Menlo Ventures. Signifyd’s platform is used to protect thousands of e-commerce merchants 2/25/16 from credit card chargebacks with a 100% financial guarantee. This new round brings Signifyd’s total funding to $31mm to date.

Infoblox (NYSE:BLOX) acquires Digital Footprints International (dba IID) for $45mm. Infoblox helps clients manage their DNS, DHCP, and IP addresses and alerts them of 2/8/16 suspicious activity. With IID’s platform, the company will be able to offer security that is more context-aware.

Skybox Security (San Jose, CA) raises $96mm in a funding round led by Providence Equity Partners. Skybox specializes in cybersecurity analytics, integrating threat data 2/3/16 from a variety of sources on corporate networks and rating relative risks. The company says it has 120 employees and more than 500 customers in about 50 countries.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 15 MARCH 2016 Technology-Enabled Financial Institutions

Public Market Data

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

5.0x 22x 220

4.0x 18x 180

3.0x 14x 140 EV / EBITDAEV EV / Revenue EV 2.0x 10x 100

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

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

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

Charles Schw ab 33,862 5.4x 4.7x 15.4x nm 10% 5% 35% 35% TD Ameritrade 15,752 4.9x 4.5x 12.3x 9.5x 11% 1% 41% 40% E*TRADE 7,150 3.9x 3.6x 11.9x nm 12% 4% 29% 33% MarketAxess 4,513 14.9x 13.2x 30.5x 23.9x 10% 16% 45% 49% ICAP 4,021 2.2x 2.3x 11.0x 10.7x (10%) 5% 13% 20% IG Group 3,988 6.5x 6.3x 16.1x 13.0x 2% 4% 47% 41% LendingClub 3,386 7.9x 4.6x nm 24.6x 115% 104% na na BGC Partners 2,569 1.0x 0.9x nm 4.6x 3% 43% na na Interactive Brokers Group 2,268 1.7x 1.5x 5.0x 2.3x 5% 8% 42% 35% Tullett Prebon 1,187 1.1x 1.1x 7.9x 6.7x (13%) 16% 10% 14% Monex Group 757 1.7x 1.6x 12.1x 6.2x (15%) 16% 12% 14% Investment Technology Group 624 1.0x 1.2x 5.1x nm 6% 14% 12% 19% FXCM 608 2.9x 2.9x 15.9x 13.8x (6%) (54%) 6% 18% BinckBank 482 2.3x 2.8x 11.4x nm (6%) 1% 18% 20% On Deck Capital 464 2.6x 1.4x nm 37.4x 141% 99% na na GAIN Capital 364 0.8x 0.8x 4.7x 3.7x 34% 22% 15% 17% Trim Mean 3,412 3.2x 2.8x 11.3x 11.7x 12% 18% 25% 27% Median 2,418 2.4x 2.6x 11.9x 10.1x 5% 11% 18% 20%

Recent Activity

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

OANDA (New York, NY) acquires all the foreign exchange trading accounts of IBFX 2/24/16 for an undisclosed sum. IBFX is known as TradeStation Forex. The announcement comes shortly after IBFX announced its intent to exit the forex dealer business.

Citadel Securities (Chicago, IL) agrees to acquire the assets of the Market Maker 2/5/16 Business of KCG for an undisclosed sum. The transaction is expected to close in the second quarter of 2016. Market Maker Business

BGC Partners (London, United Kingdom) agrees to acquire the remaining 33% stake 12/23/15 of GFI Group for $340mm in cash through a short-form merger. As part of consideration, BGC Partners will pay $6.10 each for every share of GFI Group.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/29/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 16 MARCH 2016 Technology-Enabled Healthcare Services

Public Market Data

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

5.0x 20x 200

4.0x 16x 150

3.0x

12x 100 EV / EBITDAEV EV / Revenue EV 2.0x

1.0x 8x 50 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

McKesson 36,046 42,820 0.2x 0.2x 10.0x 8.2x 10% 4% 2% 3% WebMD 2,811 2,973 4.7x 4.3x 18.6x 13.3x 10% 10% 25% 32% Press Ganey 1,411 1,565 4.9x 4.5x 13.4x 12.0x 13% 10% 37% 38% Premier 1,332 1,237 1.1x 1.0x nm nm 16% 14% 33% 38% HMS Holdings 1,028 1,080 2.3x 2.2x 11.0x 9.5x 7% 2% 21% 23% Emis 951 952 4.3x 4.1x 13.4x 12.4x 15% 7% 32% 33% HealthStream 675 526 2.5x 2.3x 17.2x 14.2x 22% 10% 15% 16% Teladoc 533 408 5.3x 3.4x nm n/a 76% 56% na n/a Evolent Health 523 654 6.7x 3.1x nm n/a (4%) 121% na n/a MINDBODY 470 393 3.9x 2.9x nm n/a 45% 33% na n/a Healthw ays 393 628 0.8x 0.8x 9.4x 7.9x 4% (0%) 9% 10% Vocera Communication 369 252 2.4x 2.2x nm n/a 9% 10% na 1% Castlight Health 291 170 2.3x 1.7x nm n/a 65% 33% na n/a Accretive Health 248 110 0.5x 0.3x 5.2x 3.9x 8% 57% 9% 8% Cranew are 171 129 2.7x 2.4x 8.6x 7.9x 11% 11% 32% 31% Everyday Health 149 230 1.0x 0.9x 5.0x 4.7x 24% 12% 20% 19%

[1Trim] Premier Mean added to the index as of IPO800 day 9/26/13, Castlight800 Health2.8x added2.3x as of 3/14/1411.0x, and Everyday9.5x Health18% added as of19% 3/28/14 22% 21% Median 528 577 2.5x 2.3x 10.5x 8.8x 12% 11% 21% 21%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Virgin Pulse (Framingham, MA) acquires Shape Up and Get The World Moving dba Global Corporate Challenge for undisclosed sums. Shape Up, backed by Excel 2/24/16 Venture Management and The Cue Ball Group, and Global Corporate Challenge both develop and provide corporate health and wellbeing solutions. In May 2015, Virgin Pulse received a $92mm investment from Insight Venture Partners.

PokitDok (San Mateo, CA) raises an undisclosed strategic investment from McKesson Ventures. PokitDok provides tools for price transparency, scheduling, payments and 2/16/16 identity management. Prior to this round, PokitDok had raised over $54mm from a number of investors including Lemhi Ventures.

IMS Health (NYSE:IMS) acquires AlphaImpactRx for an undisclosed sum. AlphaImpactRX, backed by Symphony Technology Group (STG), provides primary 2/3/16 research-based insights, analytics, and solutions to biopharmaceutical, consumer health and medical device companies. STG created AlphaImpactRx in 2011-2012 through the combination of ImpactRx, TargetRx and AlphaDetail.

MERGER AND ACQUISITION TRANSACTIONS

Software and Services Transaction Activity

400 25.0

350

20.0 300

250 15.0

200

10.0

150

Aggregate Aggregate Value ($bn) NumberofTransactions 100 5.0

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

Number of Transactions Aggregate Value

Software and Services Transaction Multiples

18x 3.5x

16x 3x

14x 2.5x 12x

10x 2x

8x 1.5x

EV EV / EBITDA EV / EV Revenue 6x 1x 4x

0.5x 2x

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

EV / EBITDA EV / Revenue

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

San Mateo, CA Brentwood, TN Ne w York , NY B oston, MA Campbe ll, CA has been acquired by received a strategic has bee n acquire d by has bee n acquire d by investment from received an investment from

a portfolio company of

Palo Alto, CA Windsor, CT Tokyo, Japan

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive exclusive strategic and financial strategic and financial advisor to strategic and financial advisor strategic and financial advisor strategic and financial advisor advisor to Xignite. Agilum Healthcare Intelligence. to Alacra, Inc. to Trunomi. to Varden Technologies Inc.

New York, NY

has invested in

Dublin, Ireland

Marlin & Associates acted as strategic and financial advisor to Aquiline Capital Partners.

Note: Not a complete list 19 MARCH 2016 SELECT MARLIN & ASSOCIATES AWARDS

“Boutique Investment Banking Firm of the Year (2014, 2015)”

• Middle Market International Professional Services (B-to-B) Acquisition International recognized Marlin Deal of the Year (2013) & Associates for the M&A Award USA TMT • Middle Market Professional Services Deal of the Year Advisory Firm of the Year (2012, 2015) (2010) • Middle Market Financial Services Turnaround Deal of the Year (2009) The Global M&A Network recognized Marlin • Middle Market Information Technology Turnaround & Associates for excellence in multiple deal Deal of the Year (2009) categories through its M&A Atlas Awards: • Middle Market International Deal of the Year(2008) • Middle Market Financial Services Deal of the Year (2008) • Financial Technology Deal of the Year (2012, 2011) • Middle Market Technology Deal of the Year (2008) • North America Small Mid Markets Corporate Deal of the • Middle Market International/Cross Border Deal of the Year Year (2013) (2007, Below $100M) • Entertainment & Media Deal of the Year (2011) • Middle Market Financial Services Deal of the Year (2007, • Corporate M&A Deal of the Year (2010) Below $100M) • Technologies Deal of the Year (2010) • Middle Market Computer and Information Technology Deal of the Year (2007, Below $100M) The M&A Advisor and The M&A Forum, • Middle Market Financing Deal of the Year - Equity (2007) conference producers and newsletter • Middle Market Financing - Financial Services Deal of the publishers serving the middle market Year (2007) finance industry, named Marlin & Associates • Middle Market Financing - Computer, Technology and Telecommunications Deal of the Year (2007) as the:

• Boutique Investment Banking Firm of the Year (2014) • Middle Market Investment Banking Firm of the Year The 451 Group, a noted independent (2008 and 2007) technology industry analyst company, • Middle Market Financing Agent of the Year – Equity identified Marlin & Associates as a leader in (2007) cross-Atlantic technology merger and acquisition transaction advisory

The M&A Advisor and The M&A Forum have recognized Marlin & Associates SNL Financial, a market research for excellence in multiple deal company, identified Marlin & Associates as categories including: leading the most financial technology transactions in 2009, in a tie with Citigroup and Credit Suisse, and one of the top 10 • Healthcare and Life Science Deal of the Year (Over $100M advisors in 2010 to $500M) (2013) • Financial Services Deal of the Year (2013, 2012 and 2011) • Nominated for Middle Market Healthcare Services Deal of the Year (2012) Two transactions on which Marlin & Associates • Information Technology Deal of the Year (2011) advised were named as part of The M&A • Middle Market Deal of the Year <$25M (2011) Advisor’s “Deals-of-the Decade” Celebration • Corporate and Strategic Acquisition of the Year (2011) • Middle Market Financial Services Deal of the Year (2011 and 2010) • 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)

Founder and Managing Partner of M&A • Named to II’s tech 50 three times • Member Market Data Hall of Fame • MD Veronis Suhler Stevenson • CEO of Telesphere Corporation • CEO of Telekurs (NA) • EVP Bridge Information systems • SVP at Dun & Bradstreet • BA from the University of California (Irvine) • MBA from UCLA, post-MBA from New Ken Marlin York University

Chief Operating Officer of M&A • 18+ years of investment banking and • 20+ years of M&A experience advising private equity experience technology and PE firms, globally • Named twice to Dealer’s Digest and • VP Business Development at FactSet recently M&A Advisor’s “40-Under-40” • M&A attorney of Skadden, Arps, Slate, • Founded Marlin & Associates with Ken Meagher and Flom Marlin • CFO of JCF Group • Formerly at Veronis Suhler Stevenson, • MBA from Columbia Business School Morgan Stanley and American • J.D. from Fordham Law School International Group • CFA Charterholder Jason Panzer • BS from Binghamton University Michael Maxworthy

• 20+ years of M&A experience • 20+ years of investment banking • Founder of Chela Capital experience • Global Head of Barclays’ Capital • Focused on entrepreneurial Technology Group technology-based companies • BA in Economics from Milton College • Formerly at Robertson Stephens and • MBA in International Finance from PaineWebber (UBS) • University of Wisconsin-Madison • BS, Finance from Pennsylvania State • Post-MBA from Northwestern University University

Paul Friday Afsaneh Naimollah

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

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/30/14. 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 21 New York | San Francisco | Washington, D.C. | Toronto