F in an Cial Tech N O Lo

Financial Technology February 2018 INVESTMENT BANKINGANDSTRATEGIC ADVISORYTO www.MarlinLLC.com M&A MARLIN &ASSOCIATES AND INFORMATIONSERVICES INDUSTRIES THE FINANCIAL TECHNOLOGY UPDATE MARKET Technology Financial © Marlin & Associates Holdings LLC, All Right Reserved Right All LLC, Holdings Associates & Marlin © Washington, D.C. New New Toronto York DEAR CLIENTS AND FRIENDS,

One $20 Billion Deal – and Four Big-Money Fintech bets in 2018. Our February M&A Update Dear Clients and Friends,

Our latest Fintech m&a report can be found below. It highlights m&a trends and transactions in the seven segments of the Fintech world that we follow and sometimes lead. Please see below for our February Fintech Market Update.

Clearly, the big deal this month is Blackstone (together with Canada Pension Fund and Singapore’s GIC) buying 55% of Thomson Reuters’ financial information business (commonly referred to as “Reuters”, even though the original Newswire business is not part of the transaction.) At around US$20 billion (including debt), this is Blackstone Group’s largest deal since the financial crisis, and it’s the biggest deal EVER in Fintech. So what does it mean? We see Blackstone and its partners making four big-money bets:

This is a bet on FinTech outsourcing. For 30+ years people have been predicting that financial services firms, which spend billions on internal development, would soon outsource the majority of this effort to 3rd parties such as Reuters. But it has been slow in coming. This is a bet that the FinTech world is changing – driven by increasingly complex regulatory requirements, competitive pressures, and the requirement to meet customer needs with expensive data feeds and mobile-enabled enterprise applications using secure reliable AI, Big Data Analytics, biometrics, cloud, neural networks, SaaS, social media integration and more. It’s too hard to do internally for all but the largest.

This is a bet on b2b. The press may be focused on B2C Fintech, but firms such as Reuters, Bloomberg, Broadridge, Cognizant, Morningstar, FIS, Fiserv, NRI, SS&C, Tata, and a few others are reaping huge rewards while mostly selling to businesses. This is a bet that this very large market will continue to expand.

This is a bet on global. Reuters is one of a handful of FinTech players with global scale. China may have several Fintech "unicorns" (e.g., Ant Financial, Alibaba, JD Finance, and Tencent) but none yet have the global reach of Reuters. This is a bet that leveraging those capabilities will be a lasting differentiating factor.

This is a bet that legacy players can win. Meaning no disrespect to the “disruptors” such as Addepar, Betterment, Credit Karma, Kabbage, Oscar, Stripe, SoFi, Wealthfront, etc., but legacy FinTech players are not asleep. They are acquiring (See JP Morgan’s acquisition of WePay, and PayPal’s acquisition of Xoom); partnering (See Visa’s investment into Klarna); and innovating (See the GS Bank). Reuters has been no exception. These firms are saying to us “… just watch how our new products perform, wait until the next economic downturn, and we’ll see who the winners will be.”

As you will see in the report found below, m&a values in this space continue to rise. Some of the more interesting transactions this month include:

• Private equity funds managed by The Blackstone Group • Silver Lake and P2 Capital Partners agreed to acquire (NYSE:BX), Canada Pension Plan Investment Board and GIC Blackhawk for $3.5bn, valuing the company at an implied Pte agreed to acquire a 55% stake in the Financial & Risk 1.8x LTM revenue and 25.4x LTM EBITDA, business of Thomson Reuters, valuing the business unit at • ING (ENXTAM:INGA) agreed to acquire a 75% stake in $20bn, Payvision for €270mm (~$333mm), implying an enterprise • SS&C (NASDAQ:SSNC) agreed to acquire DST for $5.7bn, value of €360mm ($444mm). valuing the company at an implied 2.5x LTM revenue and 11.1x LTM EBITDA,

Please see our February Fintech M&A Update below. Sincerely,

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

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions. FEBRUARY 2018

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

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

3 Marlin & Associates

8 Events

9 Sector Comparison

10 Sector Analyses

10 Banking Software & Processors

11 Capital Markets Software & Services

12 Data & Analytics – Financial Services

13 Insurance Technology

14 Payment Technology

15 Securities Exchanges

16 Technology-Enabled Financial Institutions

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

• 18+ years of M&A experience • 10+ years of technology investment • VP of Business Development at banking experience SunGard • Experience working with both large • Founder of software company sold to corporations and entrepreneurial SunGard technology-based companies • Started career designing trading software • Formerly at BNPParibas, for TD Bank • MBA, NYU Stern, MS from • BaSC, Engineering from University of CentraleSupelec Toronto Tom Selby Sam Levy

• 8+ years of M&A experience • Formerly a corporate finance & strategy consultant at Pöyry and Huron Consulting • CFA Charterholder • BS, Finance & Accounting from Villanova University

Louis DeRose

"“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. We could not have closed this transaction without their steady hand.”

Mark Notten CEO, Tier1CRM

Note: Not a complete list FEBRUARY 2018

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

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

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

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

. Ken was the only investment banker included on the list

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

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

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

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

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

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

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

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

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

Note: Not a complete list. FEBRUARY 2018

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

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

Atlanta, GA

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

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

has been acquired by a portfolio company of

Lake Success, NY

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

San Mateo, CA Phoenix, AZ Salt Lake City, UT Port Talbot, United Kingdom received a strategic has completed a majority has been acquired by investment from recapitalization with received an investment from

Tokyo, Japan Boston, MA and San Chicago, IL London, United Kingdom Francisco, CA Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and exclusive strategic and advisor to iTransact Group, LLC advisor to BillingTree financial advisor to Vizolution. financial advisor to Xignite.

Note: Not a complete list FEBRUARY 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

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

a portfolio company of

Palo Alto, CA Palo Alto, CA

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

Boston, MA has sold the assets of New York, NY Dublin, Ireland has been acquired by has been acquired by has invested in

Dublin, Ireland Windsor, CT London, United Kingdom 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 strategic and financial Capital Partners. advisor to CNO Financial Group. advisor to Information Mosaic. advisor to Varden Technologies.

Vienna, Austria Campbell, CA New York, NY San Francisco, CA received a majority has entered into a has been acquired by has led a $60 million investment from strategic alliance with investment in

New York, NY Englewood, CO New York, NY New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and exclusive strategic and financial exclusive strategic and financial exclusive financial advisor financial advisor to Infonetics advisor to AIM Software. advisor to Alacra, Inc. Francisco Partners. Research, Inc.

Note: Not a complete list FEBRUARY 2018

2017 Fintech Events:

Date Conference Location Website

Finnovate Europe March 6-9, 2018 1400+ attendees, 70+ companies demoing, cutting-edge banking, financial and payments technology in a unique, London, UK Details short-form, demo format. After the 70+ demos, get advice and insights from another 100+ fintech experts in a newly expanded program. All taking place in a larger venue to accommodate increased demand.

March 13-15, 2018 Money2020 Asia Money20/20 is the world’s largest marketplace for ideas, connections and deals in Payments and Financial Services. Details It’s where leaders – representing every sector of the industry – Singapore come to seize new business opportunities, strengthen partnerships and discover the latest disruptions.

April 9-11, 2018 LendIt Fintech This year’s agenda is expanding with the industry to cover the hottest topics in lending and fintech. Our 150+ sessions explore insurtech, blockchain, bank partnerships, financial San Francisco, CA Details inclusion, wealth management and more!

April 18, 2018 Empire Startups Fintech Conference Hear from those forging new trails in payments, blockchain, lending, robo-advisors, insurance tech, real estate and more. New York, NY Details In addition to attracting hundreds of FinTech entrepreneurs, this conference also plays host to the investors and service providers that help accelerate startups. The audience can also look forward to keynotes, panels and demo updates from some of the top FinTech startups in the world.

June 4-6, 2018 Money2020 Europe Money20/20 is the world’s largest marketplace for ideas, Amsterdam Details connections and deals in Payments and Financial Services. It’s where leaders – representing every sector of the industry – come to seize new business opportunities, strengthen partnerships and discover the latest disruptions.

June 27, 2018 Empire Startups Fintech Conference Hear from those forging new trails in payments, blockchain, Toronto Details lending, robo-advisors, insurance tech, real estate and more. In addition to attracting hundreds of FinTech entrepreneurs, this conference also plays host to the investors and service providers that help accelerate startups. The audience can also look forward to keynotes, panels and demo updates from some of the top FinTech startups in the world. FEBRUARY 2018

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Securities Exchanges

Data & Analytics - Financial Services

Banking Software & Processors

Insurance Software

Payment Technology

Capital Markets Software & Services

Technology-Enabled Financial Institutions*

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

2017E EV/Revenue 2018E EV/Revenue

Enterprise Value / EBITDA

Insurance Software

Banking Software & Processors

Technology-Enabled Financial Institutions*

Capital Markets Software & Services

Data & Analytics - Financial Services

Securities Exchanges

Payment Technology

0x 8x 16x 24x 32x 40x

2017E EV/EBITDA 2018E EV/EBITDA

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

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/31/18. 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 using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. FEBRUARY 2018 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 300

5. 5x 23x 270 240 5. 0x 20x 210 4. 5x 17x 180 4. 0x 14x EV / EBITDA

EV / Revenue EV 150

3. 5x 11x 120

3. 0x 8x 90 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

FIS 34,495 42,702 4.7x 4.7x 14.0x 13.3x (1%) 0% 33% 35% Fiserv 30,210 34,996 6.2x 5.8x 17.3x 16.1x 3% 6% 36% 36% Temenos 9,866 10,144 13.9x 12.3x 39.5x 33.6x 15% 13% 35% 37% Jack Henry & Associates 9,679 9,575 6.5x 6.1x 18.6x 17.5x 5% 6% 35% 35% Oracle Financial Services 5,575 5,194 7.1x 6.4x 17.3x 15.7x 7% 11% 41% 41% Ellie Mae 3,346 2,980 7.2x 6.1x 24.9x 22.6x 14% 19% 29% 27% ACI Worldw ide 2,807 3,433 3.4x 3.3x 13.6x 12.7x 1% 4% 25% 26% Q2 Holdings 1,753 1,664 8.6x 6.9x nm nm 29% 24% 5% 8% Bottomline Technologies 1,436 1,509 4.1x 3.7x 36.8x 16.5x 6% 10% 11% 23% Polaris Consulting & Services 659 556 na 1.2x na 9.5x na na na 13% Sw ord Group 441 419 2.0x 1.7x 12.9x 11.2x 7% 15% 15% 15% Microgen 365 355 4.3x 3.9x 18.1x 15.2x 39% 10% 23% 25% Gresham Technologies 191 180 6.4x 6.0x 24.7x 21.9x 17% 7% 26% 27% Trim Mean 6,012 6,439 5.8x 5.0x 20.6x 16.3x 11% 10% 27% 27% Median 2,807 2,980 6.3x 5.8x 18.1x 15.9x 7% 10% 27% 27%

[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 CREALOGIX (SWX:CLXN) agreed to acquire Innofis for an undisclosed sum. Innofis QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new is a Barcelona-based provider of digital banking solutions for Middle Eastern banks. investor Sunshine Insurance Group, and including participation from Guosen 1/9/1811/28/16 Innofis generates more than CHF 10mm of annual revenue and is profitable. The Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. consideration for the transaction primarily consists of CREALOGIX stock. Innofis’ QuantGroup provides online financial services in China. majority shareholder is expected to own more than 10% of the combined company. LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Alkami Technology (Plano, TX) raised $70mm in a Series D funding round led by new for $130mm. CompareCards is an online platform enabling consumer credit card investor General Atlantic. Alkami provides banks and credit unions with a broad suite 1/9/1811/16/16 comparisons, and providing credit education and credit health management solutions. of digital banking tools, including retail and business banking, mobile banking, bill pay, The transaction consideration consists of $85mm cash at closing and up to $45mm of personal financial management, peer-to-peer payments, marketing, and more. earn-out payments paid during 2017 and 2018. MetaMoneyLion Financial (New Group York, (NASDAQ: NY) raisedCASH) $42mm acquired in a Series Specialty B funding Consumer round Servicesled by existing (SCS)investor for Edison $54mm. Partners, SCS offers and thata loan included management new investors platform Danhua and a proprietaryCapital and 11/10/161/4/18 underwritingGreenspring modelAssociates, that are and primarily existing used investors to deliver FinTech consumerCollective tax andadvances Grupo and Sura / otherVeronorte consumer Ventures. credit MoneyLion services. Theoffers transaction a comprehensive consideration consumer consists application of approximatelycovering lending, $15mm credit at monitoring, closing, with and potential personal for financial additional management. contingent payments.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 1/31/17. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. FEBRUARY 2018 Capital Markets Software & Services

Public Market Data

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

4. 0x 22x 260

3. 5x 19x 220

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

2. 0x 10x 100 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

IHS Mar kit 19,708 23,786 6.7x 6.3x 17.2x 15.8x (2%) 6% 39% 40% Broadridge 11,550 12,553 3.0x 2.9x 15.6x 14.9x 22% 2% 19% 19% SS&C Technologies 10,677 12,791 7.6x 7.2x 18.5x 16.7x 13% 6% 41% 43% Computershare 7,253 8,337 3.9x 3.9x 14.7x 13.4x 4% 2% 27% 29% DST 5,052 5,499 2.6x 2.5x 12.9x 11.5x 33% 7% 21% 22% SimCor p 2,528 2,537 6.4x 5.9x 24.7x 21.3x 15% 9% 26% 28% Envestnet 2,376 2,587 3.8x 3.3x 20.3x 16.2x 17% 16% 19% 21% IRESS 1,620 1,758 5.2x 4.8x 18.5x 16.2x 12% 9% 28% 30% First Derivatives 1,547 1,562 7.1x 6.3x 39.0x 35.3x 18% 13% 18% 18% Fidessa group 1,283 1,183 2.6x 2.5x 12.5x 12.0x 6% 2% 21% 21% Linedata Services 339 426 2.0x 2.0x 8.6x 7.7x 7% 3% 24% 26% Cinnober 247 223 4.5x 3.5x na nm 20% 28% na 5% StatPro Group 146 173 2.7x 2.3x 19.1x 15.0x 30% 18% 14% 15% Lombard Risk Management 71 70 1.3x 1.2x 10.8x 6.2x 19% 13% 12% 19% Brady 68 61 1.6x 1.9x nm 14.2x (11%) (12%) 2% 13% Trim Mean 3,438 3,823 4.0x 3.7x 16.8x 14.6x 14% 8% 22% 23% Median 1,620 1,758 3.8x 3.3x 17.2x 15.0x 15% 7% 21% 21%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Private equity funds managed by The Blackstone Group (NYSE:BX), Canada Pension Plan Investment Board and GIC Pte agreed to acquire a 55% stake in the Financial & 1/30/18 Risk business of Thomson Reuters, valuing the business unit at $20bn. The business unit provides data, analytics and trading to Wall Street and financial professionals Financial & Risk Division around the world. SS&C (NASDAQ:SSNC) agreed to acquire DST for $5.7bn, valuing the company at an implied 2.5x LTM revenue and 11.1x LTM EBITDA. The transaction will expand 1/11/18 SS&C’s offerings into the US retirement and wealth management markets. SS&C expects to achieve $150mm of run-rate annual cost savings by 2020. The transaction is expected to close by the third quarter of 2018.

Starr Investment Holdings (New York, NY) agreed to acquire ACA Compliance Group for an undisclosed sum. ACA provides risk management and technology solutions 1/9/18 focused on regulatory compliance, performance, cybersecurity and risk analytics. The transaction is expected to close during the first quarter of 2018.

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 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

S&P Global 46,543 48,683 8.1x 7.7x 16.9x 15.8x 6% 6% 48% 49% Moody's 31,403 36,183 8.8x 8.0x 18.3x 16.6x 14% 10% 48% 48% Thomson Reuters 30,566 37,272 3.3x 3.4x 10.9x 10.8x 1% (2%) 30% 31% Experian 21,217 24,624 5.7x 5.1x 16.1x 15.0x (7%) 12% 36% 34% Verisk Analytics 16,804 19,540 9.2x 8.5x 18.8x 17.4x 7% 8% 49% 49% Equifax 15,167 17,623 5.3x 5.1x 14.5x 14.4x 6% 3% 36% 36% MSCI 12,874 14,153 11.1x 9.8x 21.5x 18.0x 11% 13% 52% 54% CoStar Group 11,357 11,040 11.4x 9.9x 39.0x 29.2x 15% 15% 29% 34% TransUnion 11,231 13,373 7.0x 6.4x 18.0x 16.0x 12% 9% 39% 40% FactSet Research Systems 7,963 8,284 6.6x 6.0x 19.4x 17.6x 10% 9% 34% 34% FICO 5,449 6,019 6.3x 5.9x 27.9x 21.9x 5% 7% 23% 27% Dun & Bradstreet 4,603 5,870 3.3x 3.2x 11.7x 11.2x 3% 3% 29% 29% Morningstar 4,114 3,995 4.7x 4.5x 17.1x 15.4x 7% 4% 27% 29% CoreLogic 4,030 5,641 3.1x 3.0x 11.9x 11.6x (5%) 0% 26% 26% Trim Mean 14,396 16,635 6.6x 6.1x 17.7x 15.9x 7% 7% 36% 37% Median 12,116 13,763 6.5x 6.0x 17.5x 15.9x 7% 7% 35% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Private equity funds managed by The Blackstone Group (NYSE:BX), Canada Pension Plan Investment Board and GIC Pte agreed to acquire a 55% stake in the Financial & 1/30/18 Risk business of Thomson Reuters, valuing the business unit at $20bn. The business unit provides data, analytics and trading to Wall Street and financial professionals Financial & Risk Division around the world. Visible Alpha raised $38mm in an equity funding round led by new investor Goldman Sachs. The transaction included a consortium of other new and existing investors 1/18/18 such as Bank of America, Citi, Morgan Stanley, Wells Fargo, among others. Visible Alpha provides discovery, analysis and valuation tools designed to help Wall Street firms collaborate on research, financial models and corporate access events.

Broadridge (NYSE:BR) acquired Morningstar's 15(c) board consulting services business for an undisclosed sum. The acquisition strengthens Broadridge's ability to 12/19/17 offer independent, verifiable data that mutual fund boards of directors rely on to fulfill 15(c) board consulting services their governance responsibilities.

Public Market Data

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

7. 0x 24x 340

5. 0x 16x 260

3. 0x 8x 180 EV / EBITDA EV / Revenue EV

1. 0x 0x 100 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Guidew ire Softw are 5,974 5,413 9.5x 8.0x 45.7x 41.1x 26% 19% 21% 20% Ebix 2,596 2,878 8.1x 7.0x 23.5x 19.5x 19% 15% 34% 36% CorVel 988 934 na na nm nm na na nm nm Sapiens 620 619 2.3x 2.0x 21.8x 13.4x 26% 13% 10% 15% Majesco 212 213 1.8x 1.5x 51.0x 16.6x (7%) 18% 4% 9% Trim Mean 1,401 1,477 5.2x 4.5x 34.6x 18.0x 23% 16% 16% 17% Median 988 934 5.2x 4.5x 34.6x 18.0x 23% 16% 16% 17%

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

Recent Activity

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

QuoteWizard (Seattle, WA) acquired Bantam Connect for an undisclosed sum. QuoteWizard is an insurance marketplace that plans to use Bantam Connect’s 1/11/18 technology to enhance the technological potential of its calls service, diversify its product offerings, and increase its customer traffic acquisition capabilities.

Ladder (Palo Alto, CA) raised $30mm in a Series B funding round led by RRE Ventures and included new investors Thomvest Ventures and return investors 1/10/18 Canaan Partners, Lightspeed Venture Partners and Nyca Partners. Ladder is a digitalized life insurance solution base that offers quick quotes through their Ladder API product.

Francisco Partners (San Francisco, CA) agreed to acquire the remaining 66% stake in Connecture for $6mm, implying an enterprise value of $103mm and valuing the 1/4/18 company at an implied 1.3x LTM revenue. Connecture is a provider of web-based information systems used to create health insurance marketplaces.

Public Market Data

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

5. 0x 20x 300

4. 5x 18x 250 4. 0x 16x

3. 5x 14x 200

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

2. 0x 8x 100 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-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 104,773 100,078 7.6x 6.6x 32.3x 24.5x 21% 17% 24% 27% Worldpay 25,306 30,019 7.9x 7.6x 17.8x 15.7x 11% 4% 45% 49% Cielo 22,421 24,488 6.9x 6.6x 15.5x 14.2x (6%) 4% 44% 47% FleetCor Technologies 19,763 23,431 10.4x 9.2x 20.1x 17.3x 23% 13% 52% 53% Global Payments 17,371 21,609 6.1x 5.4x 18.7x 15.6x (7%) 13% 33% 35% First Data 16,709 36,829 4.5x 4.3x 12.1x 11.2x 4% 5% 37% 38% Total System Services 16,407 19,165 5.6x 5.1x 16.6x 14.4x 12% 10% 34% 35% Square 18,011 17,497 18.1x 13.7x nm nm 41% 32% 14% 19% Wirecard 15,322 14,351 7.8x 6.2x 28.2x 21.6x 40% 26% 28% 29% Western Union 9,676 12,017 2.2x 2.2x 8.8x 8.8x 1% 2% 25% 25% WEX 6,672 8,858 7.1x 6.3x 18.1x 15.3x 22% 13% 39% 41% Euronet Worldw ide 5,236 4,919 2.2x 2.0x 11.9x 10.1x 15% 12% 18% 19% Blackhaw k Netw ork 2,577 3,022 1.4x 1.3x 13.1x 11.4x 13% 8% 11% 11% EV ERTEC 1,144 1,729 4.4x 4.3x 10.0x 10.0x 2% 0% 44% 43% PayPoint 847 809 2.9x 2.9x 9.6x 9.5x (4%) (2%) 30% 31% MoneyGram International 800 1,539 1.0x 0.9x 5.6x 5.4x (2%) 3% 17% 17% SafeCharge 654 541 4.9x 4.3x 16.0x 14.0x 7% 13% 30% 31%

Trim Mean 11,884 14,685 5.5x 5.0x 15.4x 13.5x 11% 10% 31% 32% Median 15,322 14,351 5.6x 5.1x 15.7x 14.1x 11% 10% 30% 31%

Recent Activity

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

ING (ENXTAM:INGA) agreed to acquire a 75% stake in Payvision for €270mm (~$333mm), implying an enterprise value of €360mm ($444mm). Payvision, an 1/29/18 international card acquirer and payments platform, facilitates more than 80 payment methods across more than 150 currencies.

Silver Lake and P2 Capital Partners agreed to acquire Blackhawk for $3.5bn, valuing the company at an implied 1.8x LTM revenue and 25.4x LTM EBITDA. Blackhawk is a 1/16/18 leading provider of prepaid gift, reward and incentive technologies and solutions. Blackhawk stockholders will receive $45.25 per share in cash upon closing, a premium of 24% over the closing price of $36.50 on January 12, 2018. BMW Group acquired Parkmobile for an undisclosed sum. Parkmobile created an app that provides guidance and services for those looking for parking in North America, 1/16/18 including on-street and garage parking payments and spot reservation. BMW had already held a minority investment in the company, and owned its Parkmobile Group Europe affiliate.

[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.

Public Market Data

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

11.0x 19x 260

10.0x 16x 220

9. 0x 13x 180 EV / EBITDA EV / Revenue EV 8. 0x 10x 140

7. 0x 7x 100 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-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 52,258 52,498 14.4x 13.4x 20.8x 18.4x 1% 8% 69% 72% Hong Kong Exchange 46,690 15,095 10.7x 7.7x 12.5x 10.3x 17% 18% 73% 75% IntercontinentalExchange (ICE) 43,713 49,367 11.0x 10.1x 16.7x 15.4x 3% 6% 64% 65% Deutsche Börse Group 24,048 24,456 7.0x 7.5x 13.6x 12.6x (13%) 7% 59% 60% London Stock Exchange (LSE) 19,478 20,449 8.7x 7.0x 15.2x 13.1x 13% 11% 51% 53% BM&F Bovespa 16,492 17,611 24.4x 12.8x 21.6x 18.7x 71% 12% 66% 68% CBOE 15,248 16,420 25.6x 14.2x 25.2x 20.8x 57% 14% 65% 68% The Nasdaq OMX Group 13,730 17,325 4.7x 6.7x 13.7x 13.2x 7% (35%) 32% 51% Japan Exchange Group (JPX) 9,551 8,691 8.7x 7.8x 12.3x 12.5x 5% 7% 68% 62% Australian Exchange (ASX) 8,396 7,606 10.4x 11.6x 15.9x 15.3x (15%) 5% 77% 76% Singapore Exchange (SGX) 6,682 6,112 10.1x 9.1x 18.6x 15.4x 3% 8% 53% 59% Euronext 4,738 4,751 7.7x 6.5x 12.8x 11.5x 8% 9% 56% 57% TMX Group 3,454 3,872 6.0x 6.0x 12.2x 10.7x (10%) 10% 54% 57% Trim Mean 18,979 17,080 10.8x 9.1x 15.8x 14.3x 8% 9% 62% 63% Median 15,248 16,420 10.1x 7.8x 15.2x 13.2x 5% 8% 64% 62% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

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

LandBank (Manila, Philippines) agreed to acquire a 67% stake in Philippine Dealing System (PDS) from The Philippine Stock Exchange for an undisclosed sum. PDS 1/23/18 provides financial market infrastructure to operate trading platform, manage sound settlement highways, and render essential securities services in the Philippines.

Boerse Stuttgart (Stuttgart, Germany) agreed to acquire BX Swiss for an undisclosed amount. The acquisition is intended to strengthen BX Swiss’ position as a niche 12/7/17 provider of quality trading services for retail size orders. BX Swiss also plans to advance their technology by adopting Boerse Stuttgart’s Elasticia trading system in 2018. Euronext (ENXTPA:ENX) acquired the Irish Stock Exchange for €137mm (~$162mm), valuing the company at an implied 4.7x LTM revenue and 14.3x LTM EBITDA. The 11/29/17 acquisition of the Irish Stock Exchange aims to boost Euronext’s efforts to compete with its larger European rivals. Euronext plans to make the Irish Stock Exchange a center for the listing of debt, funds and exchange-traded funds.

Public Market Data

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

5. 8x 21x 260 5. 0x 19x

220 4. 3x 17x

180 3. 5x 15x EV / EBT EV / Revenue EV 2. 8x 13x 140

2. 0x 11x 100 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

The Charles Schw ab 72,436 8.4x 7.3x 18.2x 14.9x 15% 15% 46% 49% TD Ameritrade 31,745 7.9x 6.3x 18.5x 14.8x 21% 26% 43% 42% E*TRA DE 14,247 6.1x 5.4x 14.6x 11.2x 13% 12% 42% 48% MarketAxess 7,445 18.7x 16.2x 33.7x 28.2x 8% 16% 55% 57% BGC Partners 6,545 2.3x 3.6x 12.9x na 13% (38%) 18% na Interactive Brokers 4,631 2.9x 2.7x 4.3x 3.4x 11% 9% 68% 79% IG Group 3,994 5.9x 5.6x 12.5x 12.1x (4%) 5% 47% 46% ICA P 3,155 4.1x 3.8x 12.8x 10.4x 18% 7% 32% 36% LendingClub 1,511 2.6x 2.2x 34.8x 18.1x 15% 20% 8% 12% Monex Group 1,018 2.4x 2.4x 22.6x 19.2x 11% 3% 11% 12% Investment Technology Group 702 1.5x 1.4x 9.2x 6.4x 3% 7% 16% 22% GAIN Capital 338 1.0x 0.9x 7.6x 3.8x (20%) 15% 14% 24% BinckBank 335 1.0x 1.8x 43.0x 8.2x 18% (44%) 2% 22% On Deck 330 1.0x 0.9x 60.5x 10.4x 146% 11% 2% 8% Elevate Credit 322 0.5x 0.4x 3.4x 2.0x 16% 22% 14% 19% Trim Mean 5,846 3.6x 3.4x 18.8x 11.1x 12% 8% 27% 30% Median 3,155 2.6x 2.7x 14.6x 10.8x 13% 11% 18% 30%

[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) Ezbob (London, UK) raised £15mm (~$21mm) in a Series C funding round led by Da for $130mm. CompareCards is an online platform enabling consumer credit card Vinci Capital Management. Da Vinci Capital Management reportedly made the 1/29/1811/16/16 comparisons, and providing credit education and credit health management solutions. investment at a post money valuation of £100mm (~$140mm). The company plans to The transaction consideration consists of $85mm cash at closing and up to $45mm of use the funds to continue to expand operations. earn-out payments paid during 2017 and 2018.

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Street Shares (Washington D.C.) raised $23mm in a Series B funding round led by Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and 1/24/1811/10/16 Rotunda Capital Partners. Street Shares provides small business funding and outsourced debt collection services for banks, credit card providers, utilities, telecoms, government contract financing company serving the military and veteran market. and retail companies.

UpLift (Sunnyvale, CA) raised $15mm in a Series B funding round from previous investors, PAR Capital, along with new investors, Draper Nexus, Highgate Ventures, 12/22/17 and former Expedia CEO Erik Blachford. UpLift is a purchase financing platform exclusively for travel-related purchases.

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

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

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

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

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

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

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

"Throughout this process, the team at Marlin & Associates acted as our trusted financial and our strategic advisor. With their guidance we were able to navigate a great outcome for all stakeholders. They worked closely with our board and management team to support a complex process involving many parties across multiple geographies. They were Mas Nakachi invaluable to the process. Vice Chairman FEBRUARY 2018

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

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

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

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

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

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

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

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

Jeff Faber COO and CFO FEBRUARY 2018

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

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

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

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

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

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

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

Marlin's advice, consultation and leadership throughout the process directly drove the best outcome for our firm. Their deep industry knowledge and close relationships with prospective acquirers provides unparalleled value as well. They are a principally centered and tireless team of professionals. Michael Brodeur President INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

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