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

June 2018

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

New York

Washington, D.C.

Toronto

Infotech – It’s All About Speed – and Maybe Wireless. Our June M&A Report on the Information Technology Universe

Dear Clients and Friends,

Our report found below contains an update on m&a deals, values, and trends in the dozen+ segments of the information technology industry that we follow, and sometimes lead. Please see below for our latest Market Update.

As we have previously noted, one of the biggest challenges – and one of the largest opportunities – in our industry today revolves around the ability to capture and analyze the massive amounts of structured and unstructured data. A big part of the challenge is that the volume keeps growing. Connected homes, offices, cities and cars, health and financial systems, video, augmented reality, automated factories, artificial intelligence and cloud based services all contribute. According to Cisco, cumulative global data is expected to grow 24% per year for a long time. (Read more here.)

We have often discussed the role of Big Data Analytics to help us process and understand much of this data. But the ability of any software to process the data is limited by the speed at which that data is received and that’s where 5G wireless technology comes in.

Our industry is used to a wired world. For most participants, wireless is for mobile apps – mostly consumer oriented. But with the speed of 5G wireless approaching 1 gigabyte per second, our assumptions regarding wireless applications (including B2B) need to be reexamined. Yes, fiber (now typically 50 – 100 Mbps) will improve to rival – and probably surpass - 5G at some point. But fiber isn’t everywhere. Meanwhile wireless 5G is touted to deliver peak speeds much faster than most conventional wired systems – and as much as 100 times faster than 4G. Those are speeds that can facilitate the vast majority of InfoTech applications including remote surgery and augmented reality headsets for emergency responders. Cisco forecasts that, by 2021, wired devices will account for 37% of global traffic, while Wi-Fi and mobile devices will grow to account for 63% of traffic, up from 49% in 2016.

The Chinese are at the forefront of 5G – rolling out 5G networks in Guangzhou, Hangzhou, Shanghai, Suzhou and Wuhan this year. South Korea is aiming for 2019. The US probably won’t have a full 5G system in place before 2020. But it’s coming. InfoTech companies that position themselves to take advantage of 5G speeds will be the desirable ones of the future. Count on it.

As you will see in our June Market Update found below, m&a activity in the dozen sectors that we follow and sometimes lead is strong. A few of the more interesting recent transactions over the past month include:

• PayPal (NASDAQ:PYPL) agreed to acquire iZettle for $2.2bn, • ThoughtSpot (Palo Alto, CA) raised $145mm in a Series D valuing the company at an implied 19.8x LTM revenue, funding round at a $1bn valuation, • Adobe (NASDAQ:ADBE) agreed to acquire Magento for $1.7bn • Deutsche Börse (XTRA:DB1) agreed to acquire GTX ECN from valuing the company at an implied 11.2x LTM revenue, GAIN Capital Holdings for $100mm, valuing the company at an • Intercontinental Exchange (NYSE:ICE) agreed to acquire TMC implied 4.4x 2017 revenue. Bonds for $685mm, • Fuze (Boston, MA) raised $151mm in an equity funding round led by Summit Partners,

Please see below for more of our June Market Update.

Sincerely,

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

P.S. My book: “The Marine Corps Way To Win on Wall Street” does a pretty good job of showing what we do that is different than most firms – and why. For more please visit 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. JUNE 2018

MARLIN & ASSOCIATES MARKET UPDATE

03 Sector Comparison Snapshot

04 Sector Analyses

04 Application Software

05 B2B E-commerce & Marketing Technologies

06 Banking Software & Processors

07 Business Intelligence Software

08 Capital Markets Software & Services

09 Data & Analytics – Financial Services

10 Information & Market Research

11 Insurance Technology

12 Payment Technology

13 Securities Exchanges

14 Security Software

15 Technology-Enabled Financial Institutions

16 Merger-and-Acquisition Activity Trends

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/18. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 02 above. JUNE 2018 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2018 Revenue

Securities Exchanges

Data & Analytics - Financial Services

Application Software

B2B E-commerce & Marketing Technologies

Insurance Technology

Security Software

Banking Software & Processors

Payment Technology

Business Intelligence Software

Capital Markets Software & Services

Tech-enabled Financial Institutions *

Information & Market Research

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

Enterprise Value / 2018 EBITDA

B2B E-commerce & Marketing Technologies

Security Software

Application Software

Business Intelligence Software

Data & Analytics - Financial Services

Banking Software & Processors

Capital Markets Software & Services

Insurance Technology

Payment Technology

Information & Market Research

Tech-enabled Financial Institutions *

Securities Exchanges

0x 5x 10x 15x 20x 25x 30x 35x

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

Application Software

Public Market Data

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

8. 0x 40x 300

7. 0x 35x 250

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

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

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

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

Oracle 192,580 183,407 4.7x 4.5x 12.1x 9.7x 4% 4% 39% 47% SAP 134,334 133,921 4.9x 4.7x 19.1x 13.7x 6% 3% 26% 34% salesforce 97,515 94,344 9.0x 7.2x nm 31.2x 25% 25% 9% 23% Intuit 52,819 51,333 9.4x 8.3x 31.4x 22.9x 12% 14% 30% 36% Workday 27,902 26,046 12.2x 9.7x na 51.4x 36% 26% na 19% Constellation 16,727 16,650 6.7x 5.4x 35.1x 21.4x 17% 24% 19% 25% CA 14,796 14,311 3.4x 3.4x 11.7x 8.8x 3% 2% 29% 38% Amdocs 9,741 9,237 2.4x 2.3x 12.8x 10.8x 4% 4% 19% 21% NICE 6,585 6,566 4.9x 4.5x 21.4x 15.0x 31% 9% 23% 30% Paycom Softw are 6,195 6,162 14.2x 11.3x 67.7x 27.6x 32% 26% 21% 41% Zendesk 5,795 5,497 12.8x 9.6x na nm 38% 33% na 7% Xero 4,215 4,159 15.7x 11.6x na nm 38% 35% na 13% Softw are AG 3,535 3,393 3.3x 3.3x 11.2x 10.7x 1% 1% 30% 31% Paylocity 3,288 3,159 9.5x 7.7x nm 35.1x 26% 23% 7% 22% Manhattan Associates 2,948 2,829 4.8x 5.1x 14.3x 19.9x (2%) (7%) 33% 26% Trim Mean 29,496 28,829 7.7x 6.5x 19.7x 19.8x 18% 15% 24% 28% Median 9,741 9,237 6.7x 5.4x 16.7x 19.9x 17% 14% 24% 26% [1] Cloudera (NYSE:CLDR) added to the index as of IPO 4/27/17

Recent Activity

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

KKR (New York, NY) agreed to acquire BMC Software for an undisclosed sum. BMC Software provides applications for IT Service Management and Application 5/29/18 Performance Monitoring. KKR plans to use BMC as a platform to make further acquisitions.

Resurgens Technology Partners (Atlanta, GA) agreed to acquire Assurance Software for an undisclosed sum. Assurance helps businesses develop an end-to-end business 5/16/18 continuity program, including business impact analysis, incident management, disaster recovery planning and reporting and emergency notification management.

NICE (TASE:NICE) agreed to acquire Mattersight for $117mm, valuing the company at an implied 2.5x LTM revenue. Mattersight provides enterprise analytics solutions 4/30/18 focused on customer and employee interactions and behaviors. NICE plans to integrate Mattersight’s technology with its Nexidia’s analytics cloud platform.

B2B E-commerce & Marketing Technologies

Public Market Data

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

9. 0x 45x 350

8. 0x 300 35x

7. 0x 250 25x 6. 0x 200 EV / EBITDA EV / Revenue EV 15x 5. 0x 150

4. 0x 5x 100 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18

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

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

Adobe 124,499 120,234 16.5x 13.6x 48.2x 29.8x 25% 21% 34% 46% Mercadolibre 12,842 12,782 9.1x 8.2x 68.8x nm 66% 12% 13% 5% Shopify 11,194 9,614 14.3x 9.5x nm nm 73% 51% nm 4% HubSpot 4,655 4,429 11.8x 9.0x nm nm 39% 31% nm 9% QuinStreet 703 656 2.0x 1.5x 54.6x 24.9x 12% 30% 4% 6% ChannelAdvisor 401 346 2.8x 2.6x nm 43.0x 8% 7% nm 6% Mediagrif Interactive 129 144 2.3x 2.2x 9.4x 7.2x 5% 4% 25% 31% Trim Mean 5,959 5,566 8.1x 6.3x 51.4x 27.4x 30% 20% 19% 11% Median 4,655 4,429 9.1x 8.2x 51.4x 27.4x 25% 21% 19% 6%

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

Recent Activity

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

Adobe Systems (NASDAQ:ADBE) agreed to acquire Magento for $1.68bn, valuing the 5/21/18 company at an implied 11.2x LTM revenue. Magento provides a digital commerce platform and offers digital and physical shopping integration solutions.

Alloy Technologies (San Francisco, CA) raised $12mm in a Series A funding round led by Menlo Ventures, with participation by 8VC. Alloy provides a cloud-based 5/14/18 platform that automates the collection and harmonization of retail, e-commerce, and supply chain data.

InsightSquared (Boston, MA) raised $23mm in a Series D funding round led by Tola 5/2/18 Capital. InsightSquared provides a sales performance analytics solution for SaaS businesses.

Banking Software & Processors

Public Market Data

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

6. 0x 26x 330

300 5. 5x 23x 270 5. 0x 20x 240

4. 5x 17x 210

180 4. 0x 14x EV / EBITDA EV / Revenue EV 150 3. 5x 11x 120

3. 0x 8x 90 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18

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

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

FIS 34,141 42,436 4.7x 5.0x 16.9x 13.5x (1%) (6%) 27% 37% Fiserv 30,608 34,772 6.1x 5.9x 19.4x 16.0x 3% 3% 31% 37% Temenos 10,797 11,052 15.0x 13.0x 55.4x 35.0x 16% 15% 27% 37% Jack Henry & Associates 9,698 9,746 6.6x 6.2x 21.4x 17.9x 6% 7% 31% 35% Oracle Financial Services 5,116 4,641 6.9x 6.4x 16.9x 15.6x 1% 8% 41% 41% Ellie Mae 3,784 3,553 8.5x 7.1x 50.4x 27.1x 16% 20% 17% 26% ACI Worldw ide 2,793 3,401 3.3x 3.3x 19.1x 13.1x 2% 1% 17% 25% Q2 Holdings 2,410 2,291 11.8x 9.6x na nm 29% 23% na 10% Bottomline Technologies 1,824 1,872 5.1x 4.6x 44.8x 19.8x 6% 11% 11% 23% Polaris Consulting & Services 720 612 1.7x 1.4x 13.8x 10.7x 23% 22% 12% 13% Sw ord Group 408 386 1.9x 1.7x 13.6x 11.2x 8% 12% 14% 15% Microgen 395 383 4.6x 4.1x 20.6x 17.0x 46% 11% 22% 24% Gresham Technologies 188 176 6.1x 5.6x 35.6x 22.6x 26% 8% 17% 25% Trim Mean 6,232 6,610 6.0x 5.4x 25.9x 17.4x 12% 11% 22% 27% Median 2,793 3,401 6.1x 5.6x 20.0x 16.5x 8% 11% 20% 25%

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

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Chime (San Francisco, CA) raised $70mm in a Series C funding round led by new QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new investor Menlo Ventures, and including participation from existing investors. Chime, a investor Sunshine Insurance Group, and including participation from Guosen 5/31/1811/28/16 mobile banking application, has now raised $109mm. Chime eschews standard Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. banking fees and instead generates revenue from an interchange-based model QuantGroup provides online financial services in China. involving its debit card offering. LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Accel-KKR (Menlo Park, CA) acquired Sageworks for an undisclosed sum. for $130mm. CompareCards is an online platform enabling consumer credit card Sageworks is a provider of lending, credit risk, and portfolio risk solutions to financial 11/16/165/17/18 comparisons, and providing credit education and credit health management solutions. institutions. Sageworks, which launched its initial ProfitCents product in 1998, had The transaction consideration consists of $85mm cash at closing and up to $45mm of remained a founder-owned company until this transaction. earn-out payments paid during 2017 and 2018. RevolutMeta Financial (London, Group United (NASDAQ: Kingdom)CASH) raised acquired $250mm Specialty in a Series Consumer C round Servicesof funding led by(SCS) new for investor $54mm. DST SCS Global, offers and a loan including management existing platforminvestors and Index a proprietary Ventures and 4/26/1811/10/16 Ribbitunderwriting Capital. modelThe roundthat are valued primarily the companyused to deliver at a post consumer-money taxvaluation advances of $1.7bn. and Theother company consumer has credit now services. raised $340mm The transaction to date. Revolutconsideration has rapidly consists expanded of offeringsapproximately from no$15mm-fee foreign at closing, exchange with potential to travel for insurance, additional crypto contingent trading, payments. and others.

Business Intelligence Software

Public Market Data

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

12.0x 70x 240

60x 220 10.0x 200 50x 8. 0x 180 40x 6. 0x 160 30x EV / EBITDA 140 EV / Revenue EV 4. 0x 20x 120

2. 0x 10x 100 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18

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

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

Splunk 15,828 14,877 11.7x 9.0x na 62.2x 34% 30% na 15% Open Text Corporation 9,337 11,364 4.3x 4.0x 15.5x 11.2x 34% 8% 28% 36% Tableau Softw are 8,061 7,196 8.2x 7.4x na nm 6% 11% na 2% Verint Systems 2,749 3,191 2.8x 2.6x 28.6x 10.4x 7% 8% 10% 25% Alteryx 2,061 1,882 14.3x 10.1x na na 53% 41% na na Talend 1,682 1,588 10.7x 7.8x na na 40% 37% na na MicroStrategy 1,489 793 1.6x 1.6x 9.8x 17.0x (1%) 1% 16% 9% Hortonw orks 1,394 1,305 5.0x 3.9x na na 42% 26% na na Attunity 242 213 3.4x 2.8x na 28.2x 14% 24% na 10% Dataw atch 121 116 3.1x 2.5x na na 19% 24% na na Trim Mean 3,377 3,441 6.2x 5.0x 15.5x 18.8x 25% 21% 16% 15% Median 1,872 1,735 4.7x 4.0x 15.5x 17.0x 26% 24% 16% 12%

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

Recent Activity

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

KELA (Tel Aviv, Israel) raised $50mm in an equity funding round led by Vector Capital. KELA develops a business intelligence software platform that enables users 5/16/18 to visualize cyber threats and gain actionable insights when making business and investment decisions.

Fuze (Boston, MA) raised $151mm in an equity funding round led by Summit Partners. Fuze's UC Analytics offering, a cloud-based business intelligence solution, 5/4/18 allows businesses to capture, analyze, visualize and act on customer engagement and enterprise processes data.

Concentra (London, United Kingdom) raised £41mm (~$56mm) in an equity funding round led by One Peak Partners. Concentra provides business intelligence software 4/30/18 and related analytical services. Concentra's OrgVue solution allows businesses to visualize and model workforce planning data across an entire enterprise.

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. 5x 24x 260

4. 0x 21x 220

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

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

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

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

IHS Mar kit 20,308 24,441 6.8x 6.3x 21.9x 16.1x (1%) 8% 31% 39% Broadridge 13,958 14,809 3.5x 3.5x 18.6x 18.3x 24% (0%) 19% 19% SS&C Technologies 11,081 12,993 7.8x 3.8x 20.7x 12.2x 13% 102% 38% 32% Computershare 7,233 8,353 3.7x 3.7x 15.2x 12.8x 10% 2% 25% 29% SimCor p 3,231 3,232 8.1x 7.2x 30.1x 25.5x 16% 11% 27% 28% Envestnet 2,494 2,873 4.2x 3.5x 37.1x 18.8x 18% 19% 11% 19% Fidessa group 1,996 1,873 4.0x 4.0x 21.2x 18.4x 7% (2%) 19% 22% First Derivatives 1,690 1,708 7.2x 6.3x 65.8x 34.4x 23% 16% 11% 18% IRESS 1,367 1,491 4.6x 4.3x 20.1x 15.5x 10% 8% 23% 27% Linedata Services 296 387 1.9x 1.9x 9.5x 8.0x 7% (3%) 19% 24% StatPro Group 156 183 2.8x 2.4x 28.7x 15.5x 31% 14% 10% 16% Cinnober 143 133 3.1x 3.2x na na 7% (1%) na na Brady 71 65 2.1x 2.1x na 15.8x (10%) 3% na 13% Trim Mean 3,968 4,367 4.5x 3.9x 23.7x 16.9x 12% 7% 20% 23% Median 1,996 1,873 4.0x 3.7x 21.2x 15.9x 10% 8% 19% 23%

Recent Activity

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

Intercontinental Exchange (NYSE:ICE) agreed to acquire TMC Bonds for $685mm. ICE is expected to integrate TMC Bonds’ electronic fixed income market with its 5/29/18 existing fixed income trading and data business, offering clients a comprehensive solution. The transaction is expected to close in the second half of 2018.

IHS Markit (NASDAQ:INFO) agreed to acquire Ipreo for $1.9bn. Ipreo had been acquired by Blackstone and Goldman Sachs Merchant Banking Division for $975mm 5/21/18 in 2014, and had grown revenue nearly 60% under their stewardship. The transaction is expected to close in the second half of 2018. Marlin & Associates advised the Goldman Sachs Merchant Banking division on the 2014 acquisition of Ipreo. Robinhood Financial (Palo Alto, CA) raised $363mm in a Series D round of funding led by existing investor DST Global, and including new investors ICONIQ Capital, 5/10/18 CapitalG, Sequoia Capital, and Kleiner Perkins Caufield & Byers. The round was raised at a post-money valuation of $5.6bn. The company has now raised $542mm to-date.

Data & Analytics – Financial Services

Public Market Data

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

7. 0x 19x 250

6. 0x 17x 200

5. 0x 15x

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

3. 0x 11x 100 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18

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

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

S&P Global 50,244 53,469 8.8x 8.3x 18.2x 16.8x 7% 7% 48% 49% Moody's 33,176 37,426 8.9x 8.0x 18.8x 16.5x 17% 12% 47% 48% Thomson Reuters 27,722 34,908 6.7x 6.3x 13.8x 27.0x 2% 6% 48% 23% Experian 22,524 25,811 na 5.3x na 15.1x na n/a na 35% Verisk Analytics 17,954 20,582 9.6x 8.6x 20.8x 18.2x 8% 11% 46% 47% MSCI 15,052 16,281 12.8x 11.3x 24.7x 20.7x 11% 13% 52% 55% CoStar Group 13,857 12,926 13.4x 10.9x 51.6x 33.4x 15% 23% 26% 33% Equifax 13,823 16,264 4.8x 4.6x 14.6x 13.9x 7% 4% 33% 34% TransUnion 13,041 15,336 7.9x 7.0x 21.8x 18.0x 13% 13% 36% 39% FactSet Research Systems 8,009 8,319 6.6x 6.1x 19.5x 17.7x 10% 9% 34% 34% FICO 5,760 6,356 6.7x 6.1x 29.4x 24.0x 5% 10% 23% 25% Morningstar 5,148 4,943 5.4x 5.5x 21.1x 19.1x 14% (2%) 26% 29% Dun & Bradstreet 4,581 5,740 3.3x 3.2x 12.5x 10.9x 2% 2% 26% 30% CoreLogic 4,342 5,889 3.2x 3.2x 15.3x 12.0x (5%) 1% 21% 26% Trim Mean 15,054 17,153 7.4x 6.7x 19.8x 18.3x 9% 8% 36% 36% Median 13,840 15,800 6.7x 6.2x 19.5x 17.9x 8% 9% 34% 34%

Recent Activity

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

Fitch (New York, NY) agreed to acquire Fulcrum Financial Data for an undisclosed sum. Fulcrum Financial Data provides unique insights, commentary and data. Fitch 5/31/18 plans to integrate Fulcrum Financial Data into the Fitch Solutions division, a leading provider of credit and macro intelligence.

ThoughtSpot (Palo Alto, CA) raised $145mm in a Series D funding round at a $1bn valuation. The company raised funds from existing investors Lightspeed Venture 5/8/18 Partners, Khosla Ventures, General Catalyst Partners and the Australian Government Future Fund and new investor Sapphire Ventures.

IBM (NYSE:IBM) acquired Armanta for an undisclosed sum. Armanta provides data collection, cleansing, analysis and visualization services to financial services 5/3/18 providers. IBM plans to integrate Armanta’s technology and expertise to further enhance their offering and develop new products for clients.

Information & Market Research

Public Market Data

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

4. 0x 18x 190

175

3. 5x 16x 160

145

3. 0x 14x 130 EV / EBITDA EV / Revenue EV 115

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

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

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

Reed Elsevier (RELX Group) 44,803 51,128 5.2x 5.1x 17.0x 14.5x 12% 1% 30% 35% Wolters Kluw er 16,246 18,684 3.6x 3.7x 13.0x 13.6x 3% (2%) 27% 27% Gartner 12,080 14,866 4.5x 3.7x 38.9x 20.1x 35% 21% 12% 19% Nielsen 10,779 19,163 2.9x 2.8x 11.3x 9.3x 4% 4% 26% 30% Pearson 9,839 10,254 1.7x 1.8x 13.8x 11.0x (1%) (8%) 12% 17% Informa 8,706 10,564 4.5x 4.5x 14.1x 13.4x 31% (1%) 32% 34% UBM 5,482 6,194 4.6x 4.8x 15.6x 15.5x 16% (3%) 29% 31% Euromoney Institutional Investor 1,831 1,895 3.6x 3.4x 13.5x 12.7x 8% 5% 27% 27% comScore 1,381 1,446 3.6x 3.5x na na 1% 3% na na Forrester Research 762 624 1.8x 1.8x 17.8x 13.9x 4% 5% 10% 13% Trim Mean 8,293 10,383 3.6x 3.5x 15.0x 13.5x 10% 2% 23% 26% Median 9,272 10,409 3.6x 3.6x 14.1x 13.6x 6% 2% 27% 27%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced YouGov (AIM:YOU) agreed to acquire the remaining 80% in SMG Insight it did not already own for GBP21mm (~$28.1mm) implying an enterprise value of ~$34.8mm 5/24/18 and valuing the company at an implied 4.25x LTM EBITDA. SMG Insight provides media measurement and sponsorship evaluation for the sports sector. YouGov has held a 20% stake in SMG Insight since 2010.

CoreLogic (NYSE:CLGX) acquired a la mode technologies for an undisclosed sum. a 4/12/18 la mode technologies develops desktop, mobile, and Web tools for the real estate and mortgage industries.

Hearst (San Francisco, CA) acquired the 20% equity interest in Fitch Group it did not already own from Fimalac for $2.8bn in cash, valuing the business at an implied 4/12/18 $14bn. Fitch Group offers credit ratings and opinions, research, and surveillance and analytical tools on various types of transactions.

Insurance Software

Public Market Data

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

6. 0x 25x 300

5. 0x 20x 250

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

EV / Revenue EV 150 2. 0x 5x

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

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

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

Guidew ire Softw are 7,136 6,630 11.5x 9.6x nm 53.0x 28% 20% 7% 18% Ebix 2,362 2,708 7.4x 6.0x 21.8x 16.1x 22% 25% 34% 37% CorVel 964 908 1.7x na 12.9x nm 7% na 13% nm Sapiens 465 483 1.8x 1.7x 22.5x 11.9x 25% 5% 8% 14% Majesco 222 226 1.9x na nm nm (6%) na 1% nm Trim Mean 1,264 1,366 3.7x 6.0x 21.8x 16.1x 18% 20% 9% 18% Median 964 908 1.9x 6.0x 21.8x 16.1x 22% 20% 8% 18%

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

Recent Activity

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

Acko (Mumbai, India) raised $12mm in a Series A funding round led by Amazon. Acko 5/27/18 leverages data and analytics to provide highly personalized insurance products through its digital platform.

Simplesurance (Berlin, Germany) raised $24mm in a Series C funding round led by Allianz, with participation from Rakuten and Rheingau Founders. Simplesurance 5/8/18 offers a software solution that enables the customer to buy a product online and also purchase corresponding insurance.

BriteCore (Springfield, MO) raised $13.5mm in a growth funding round from Radian 5/4/18 Capital. BriteCore provides a comprehensive, enterprise-level insurance processing suite designed for modern property & casualty (P&C) providers.

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

6. 0x 20x 300

5. 0x 18x 250

4. 0x 16x 200 3. 0x 14x EV / EBITDA EV / Revenue EV 150 2. 0x 12x

1. 0x 10x 100 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Pay Pal 99,879 90,368 6.9x 5.9x 37.2x 22.5x 21% 18% 19% 26% Worldpay 25,041 33,461 8.8x 8.6x 19.8x 18.1x 11% 2% 45% 48% Square 23,064 22,488 22.9x 15.3x nm nm 43% 49% 14% 17% Wirecard 19,215 18,020 10.1x 7.8x 39.2x 28.4x 45% 28% 26% 28% FleetCor Technologies 18,589 22,066 9.8x 9.1x 19.7x 16.1x 23% 8% 50% 56% First Data 17,974 38,258 4.7x 4.5x 13.3x 11.5x 4% 6% 35% 39% Global Payments 17,789 21,701 5.5x 5.5x 19.6x 15.6x 5% (1%) 28% 35% Total System Services 15,615 19,209 5.6x 5.1x 19.6x 14.5x 12% 11% 29% 35% Cielo 11,900 13,613 4.4x 4.3x 10.0x 9.6x (6%) 3% 44% 45% Western Union 9,221 11,429 2.1x 2.0x 8.8x 8.1x 2% 4% 24% 24% WEX 7,639 9,709 7.8x 6.6x 22.0x 15.6x 23% 17% 35% 42% Euronet Worldw ide 4,522 4,273 1.9x 1.7x 10.8x 8.9x 15% 14% 18% 19% Blackhaw k Netw ork 2,541 2,916 1.3x 1.2x 15.4x 11.8x 17% 7% 8% 10% EV ERTEC 1,600 2,136 5.2x 4.9x 15.3x 11.2x 5% 7% 34% 44% PayPoint 913 851 3.0x 4.4x 10.7x 10.7x (0%) (31%) 28% 41% SafeCharge 688 579 5.2x 4.5x 18.4x 15.5x 7% 15% 28% 29% MoneyGram International 439 1,146 0.7x 0.7x 5.2x 4.5x (2%) (4%) 14% 16%

Trim Mean 11,754 14,752 5.5x 5.1x 17.2x 13.6x 12% 9% 28% 33% Median 11,900 13,613 5.2x 4.9x 16.9x 13.1x 11% 7% 28% 35%

Recent Activity

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

PayPal (NASDAQ:PYPL) agreed to acquire iZettle for $2.2bn, valuing the company at an implied 19.8x LTM revenue. The acquisition would become Paypal’s largest 5/17/18 transaction to-date. PayPal’s proposed acquisition of iZettle is fueled by its effort to compete with leading small business payments provider Square.

Plastiq (San Francisco, CA) raised $27mm in an equity funding round led by Atlas Venture, Khosla Ventures, and Top Tier Capital Partners. Plastiq provides online 5/16/18 payment services predominantly related to bill pay, with additional offerings related to rewards and discounts. Plastiq plans to use the funds to acquire new business customers and develop additional payment services for SMB businesses.

Worldline (EPA:WLN) agreed to acquire SIX Payment Services from SIX Group for €2.4bn (~$2.9bn). SIX Payment Services would also receive a 27% stake and two 5/15/18 boards seats in Worldline. Worldline plans to use SIX Payments Services’ offerings to further consolidate the European payment market.

[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

9. 5x 17x 220

190 8. 5x 15x

160

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

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

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

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

CME Group 55,508 56,866 15.6x 13.7x 22.6x 17.9x 1% 14% 69% 76% IntercontinentalExchange (ICE) 41,542 47,939 10.7x 9.8x 16.9x 15.4x 3% 6% 61% 63% Hong Kong Exchange 40,037 6,582 4.7x 3.2x 5.7x 4.2x 18% 24% 69% 76% Deutsche Börse Group 24,899 9,108 3.0x 2.8x 6.0x 4.8x 3% 3% 48% 58% London Stock Exchange (LSE) 20,975 22,467 10.0x 8.0x 20.2x 15.3x 18% 6% 42% 53% The Nasdaq OMX Group 15,524 19,034 5.1x 7.5x 15.1x 14.6x 7% (36%) 32% 51% BM&F Bovespa 11,936 11,707 17.8x 9.1x 22.0x 12.9x 58% 23% 51% 71% CBOE 10,995 11,964 na 10.2x 18.2x 14.9x na (47%) 30% 69% Japan Exchange Group (JPX) 10,108 9,034 9.0x 7.7x 12.9x 12.4x 4% 11% 66% 63% Australian Exchange (ASX) 8,970 7,860 11.4x 12.5x 14.0x 16.2x 5% (14%) 77% 77% Singapore Exchange (SGX) 5,818 5,212 8.8x 8.0x 16.1x 13.9x 3% 6% 53% 57% Euronext 4,443 4,413 7.5x 6.1x 12.8x 10.7x 7% 14% 54% 57% TMX Group 3,513 4,360 7.5x 7.0x 12.5x 12.1x 0% 8% 60% 57% Trim Mean 17,750 14,120 9.0x 8.1x 15.2x 13.0x 7% 4% 55% 64% Median 11,936 9,108 8.9x 8.0x 15.1x 13.9x 5% 6% 54% 63% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

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

Deutsche Börse (XTRA:DB1) agreed to acquire GTX ECN from GAIN Capital 5/30/18 Holdings for $100mm, valuing the company at an implied 4.35x LTM revenue. GTX ECN is an online platform for trading foreign exchange currencies.

Intercontinental Exchange (NYSE:ICE) agreed to acquire TMC Bonds for $685mm. TMC Bonds operates as a fixed income market alternative trading system that builds 5/29/18 customized desktop applications for registered investment professionals and the retail investor public.

Intercontinental Exchange (NYSE:ICE) agreed to acquire the Chicago Stock Exchange for an undisclosed sum. The Chicago Stock Exchange plans to continue to 4/5/18 operate as a registered national securities exchange and expects to benefit from the planned deployment of the NYSE Pillar trading technology in ICE’s Chicago data center.

Security Software

Public Market Data

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

9. 0x 55x 240

8. 0x 49x 210

7. 0x 43x 180

6. 0x 37x 150 EV / EBITDA EV / Revenue EV 5. 0x 31x 120

4. 0x 25x 90 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18

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

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

Palo Alto Netw orks 19,123 18,046 9.1x 7.3x nm 28.3x 27% 24% nm 26% Symantec 12,904 15,768 3.3x 3.3x 18.4x 7.5x 25% 1% 18% 44% Check Point Softw are 15,744 14,234 7.7x 7.5x 15.2x 13.9x 7% 2% 51% 54% F5 Netw orks 10,743 9,718 4.6x 4.5x 15.3x 11.6x 4% 4% 30% 39% Fortinet 10,511 9,207 6.2x 5.3x 55.0x 22.5x 17% 16% 11% 24% Proofpoint 5,903 5,987 11.6x 8.5x nm 65.6x 37% 37% nm 13% Okta 5,675 5,446 20.9x 15.7x nm nm 62% 34% nm nm Sophos 3,603 3,789 6.3x 5.4x nm 53.9x 18% 16% 2% 10% Fir eEy e 3,112 3,013 4.0x 3.6x nm 28.7x 5% 10% nm 13% Avast 2,789 2,789 4.3x na 11.0x na 92% na 39% na Mimec as t 2,597 2,533 10.5x 8.0x nm 60.3x 41% 31% 5% 13% CyberArk 2,219 1,893 7.2x 6.0x 65.6x 27.9x 21% 21% 11% 21% Imperva 1,671 1,292 4.0x 3.5x nm 18.6x 22% 15% nm 19% Carbon Black 1,548 1,548 9.6x 7.7x nm nm 39% 25% nm nm Forescout 1,152 950 4.3x 3.4x nm nm 32% 26% nm nm Radw are 1,034 839 4.0x 3.6x nm 33.1x 8% 10% nm 11% OneSpan 867 701 3.6x 3.4x 56.8x 39.9x 1% 7% 6% 8% Trim Mean 5,414 5,267 6.5x 5.6x 32.1x 30.8x 24% 17% 17% 21% Median 3,112 3,013 6.2x 5.4x 18.4x 28.3x 22% 16% 11% 19% [1] Mimecast (MIME) added to the index as of 11/19/15, Okta (OKTA) as of 4/7/17, Forescout (FSCT) as of 10/27/17, Carbon Black (CBLK) as of 5/8/18 and Avast (AVST) as of 5/10/18 Recent Activity

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

Signifyd (San Jose, CA) raised $100mm in a Series D round led by PremjiInvest, a family office, with participation from Bain Capital Ventures, Menlo Ventures, American 5/30/18 Express Ventures and others. Signifyd provides guaranteed fraud protection for e- commerce businesses. Including this round, Signifyd has raised a total of $206mm.

Carbon Black (NASDAQ:CBLK) raised $152mm in its IPO, valuing the company at 5/8/18 IPO $1.55bn, an implied 9.6x LTM revenue. Carbon Black’s cloud platform provides endpoint security by scanning its customers unfiltered data activity.

Tanium (Emeryville, CA) raised $175mm in a pre-IPO equity round led by TPG Growth valuing the company at about $5.0bn up from $3.75bn on the last round about 5/7/18 a year ago. The deal marks TPG Growth’s third investment in Tanium and it may still be open for another $25mm. Tanium said it experienced 100% annual revenue growth.

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. 8x 25x 220

23x 5. 0x 190 20x 4. 3x 18x 160 3. 5x 15x EV / EBT

EV / Revenue EV 130 2. 8x 13x

2. 0x 10x 100 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17 Apr-18 Apr-13 Apr-14 Apr-15 Apr-16 Apr-17 Apr-18

Market Cap / L TM R evenue Market Cap / LTM EBT M&A Tech-enabled Fin Institutions Index S&P 500

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin (USD millions) Cap CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E CY2017A CY2018E

The Charles Schw ab 75,836 8.8x 7.5x 20.8x 15.3x 15% 17% 42% 49% TD Ameritrade 33,111 8.3x 6.0x 20.1x 14.0x 20% 39% 41% 43% E*TRA DE 16,244 6.4x 5.6x 16.6x 10.8x 21% 13% 39% 52% MarketAxess 7,525 18.9x 17.0x 37.3x 30.9x 7% 11% 51% 55% BGC Partners 6,399 2.2x 1.7x 12.6x 7.2x 2% 30% 18% 24% Interactive Brokers 5,380 3.4x 2.8x 5.1x 2.9x 10% 24% 67% 94% ICA P 5,089 6.5x 6.1x 20.1x 16.7x 18% 7% 32% 37% IG Group 4,152 5.7x 5.6x 12.4x 11.4x 3% 1% 46% 49% Monex Group 1,821 4.1x 3.8x 40.5x 34.4x 15% 7% 10% 11% LendingClub 1,119 1.8x 1.6x na 13.7x 20% 15% na 12% Investment Technology Group 687 1.4x 1.3x nm 6.2x 4% 6% 1% 22% On Deck 388 1.1x 1.0x na 13.5x 146% 9% na 8% BinckBank 372 1.1x 2.1x 47.8x 9.2x 18% (47%) 2% 23% GAIN Capital 371 1.3x 1.0x na 3.9x (27%) 27% na 26% Elevate Credit 334 0.5x 0.4x nm 2.4x 16% 19% 0% 17% Trim Mean 6,358 4.0x 3.6x 22.6x 12.0x 13% 14% 28% 31% Median 4,152 3.4x 2.8x 20.1x 11.4x 15% 13% 36% 26%

[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) Future Finance (Dublin, Ireland) raised £100mm (~$134mm) in a debt round led by for $130mm. CompareCards is an online platform enabling consumer credit card Waterfall Asset Management. To date, Future Finance has raised €90mm (~$106mm) 5/24/1811/16/16 comparisons, and providing credit education and credit health management solutions. in equity and £150mm (~$201mm) in debt. The new debt facility plans to help Future The transaction consideration consists of $85mm cash at closing and up to $45mm of Finance continue growth in its student lending business. earn-out payments paid during 2017 and 2018.

LendingPointIntrum Justitia (Kennesaw,(STO:IJ) acquired GA) raised 1st Credit $600mm for £130mmin a debt ($161mm),funding round valuing from the undisclosedCompany at investors.an impliedIncluding 3.9x 2015 this EBITDA. round, the1st Creditcompany provides has raised debt purchase$1.1bn in andthe 5/17/1811/10/16 Undisclosed pastoutsourced twelve debtmonths. collection LendingPoint services is for a directbanks, lender credit that card provides providers, personal utilities, loans telecoms, to customersand retail companies. within 24 hours.

Lumni (Key Biscayne, FL) acquired Paytronage for an undisclosed sum. Paytronage provides an online P2P platform for student financing. Under the new ownership, 5/7/18 Patronage plans to continue expansion to students in the U.S. while also expanding globally.

MERGER AND ACQUISITION TRANSACTIONS

(1) Software and Services Transaction Activity

400 16.0

350 14.0

300 12.0

250 10.0

200 8.0

150 6.0 Aggregate Value ($bn)

Number Transactionsof 100 4.0

50 2.0

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

(1) Software and Services Transaction Multiples

42x 7x

36x 6x

30x 5x

24x 4x

18x 3x EV / EBITDA EV / Revenue

12x 2x

6x 1x

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

EV / EBITDA EV / Revenue

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

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

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

New York, NY has received an equity Boston, MA New York, NY has sold Financial Engineering investment from Associates, Inc. to received a has acquired series B investment led by

Dallas, TX A portfolio company of

New York, NY Boston, MA Marlin & Associates acted as exclusive strategic and financial Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as advisor to Aquiline Holdings LLC strategic and financial exclusive strategic and exclusive strategic and financial advisor to empow financial advisor to MSCI Inc. advisor to Tier1CRM

Hamilton, Bermuda has received an equity Toronto, Canada investment from has sold the Atrium wireless a portfolio company of has been acquired by and extranet infrastructure businesses to

has been acquired by

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

London, UK New York City, NY Phoenix, AZ received an investment New York City, NY has completed a majority from has been acquired by recapitalization with has been acquired by

a portfolio company of Boston, MA and San Francisco, CA 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 BillingTree advisor to OpenGamma advisor to Advise Technologies, LLC advisor to M&O Systems, Inc.

17 JUNE 2018

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

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

San Mateo, CA Brentwood, TN Salt Lake City, UT has been acquired by Port Talbot, United Kingdom has been acquired by received a strategic investment from received an investment from a portfolio company of

Chicago, IL London, United Kingdom Tokyo, Japan

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and advisor to iTransact Group, LLC exclusive strategic and strategic and financial advisor to financial advisor to Vizolution. financial advisor to Xignite. Agilum Healthcare Intelligence

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

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

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

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

18 JUNE 2018

PEER AND INDUSTRY GROUP RECOGNITION

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

Ken Marlin Founder and Managing Partner

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

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

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

• Professional Services B-to-B Deal of the Year (2017)* • Cross-Border Deal of the Year (2016)* TMT Advisory Firm of the Year (2017) • Cross-Border Boutique Investment Banking Firm of the Year (2016)* • Boutique Investment Banking Firm of the Year (2014, 2015, 2016)* Boutique Investment • Advisory Firm of they Year (2015)* Banking Firm of the • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Year • Financial Services Deal of the Year (2013, 2012 and 2011) (2017) • Information Technology Deal of the Year (2011) • Middle Market Deal of the Year <$25M (2011) – ACQ5 • Corporate and Strategic Acquisition of the Year (2011) (Acquisition Finance • Middle Market Financial Services Deal of the Year (2011 and 2010) Magazine) • Middle Market Information Technology Deal of the Year (2011 and 2010) • Middle Market International Financial Services Deal of the Year (2013 and 2010) • Middle Market International Information Technology Deal of the Year (2010) • Middle Market Financial Services Turnaround Deal of the Year (2009) • Middle Market Information Technology Turnaround Deal of the Year (2009) • Middle Market International Deal of the Year(2008) • Middle Market Financial Services Deal of the Year (2008) • Middle Market Technology Deal of the Year (2008) • Middle Market Investment Banking Firm of the Year (2008 and 2007)* • Middle Market International/Cross Border Deal of the Year (2007, Below $100M) • Middle Market Financial Services Deal of the Year (2007, Below $100M)

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

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

Note: Not a complete list. 19 JUNE 2018 MARLIN AND ASSOCIATES: WHO WE ARE

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

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

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

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

Anup Agarwal Sam Levy

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

Roman Brunner CEO, QuoVadis

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