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

June 2017

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

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Facts can fool you. Our June 2017 Market Update.

Dear Clients and Friends,

The report found below contains an update on m&a deals, values and trends in the industries that we follow and sometimes lead. See below for our full June Market Update.

Recently, we saw an interesting set of charts put out by PitchBook on m&a trends in the PE industry. We like PitchBook and respect their work. But sometimes, their data overwhelms us.

Several of the recent charts were put under the heading “An expensive market contributes to declining activity”. It showed that transaction multiples for PE-related deals have risen from 8.1x EBITDA in 2010 to 10.8x in 2017. But it’s also a different and more optimistic time than 2010. Further, multiples were 9.1x in 2011. So I’m not sure how much this rise in multiples is impacting PE m&a behavior.

Another chart showed that the percentage of IT-related PE deals that are for software firms has increased from around 25% of deals in 2006 to more than 60% of transactions today. That leads me to think about the whole issue of “mix”. Perhaps people are not exactly paying more for the same types of companies - but instead are paying more for firms with more potential. That makes sense.

PitchBook clearly showed that the number of reported transactions in the first quarter of 2017 – as well as the value of those transactions - is significantly off the torrid pace we have seen over the past three years. Can Q1 be extrapolated to the rest of the year – and beyond? I’m certainly not sure that the two sets of facts (multiples and volume) are directly correlated. Could there be something else at work here?

So I’ll add a couple of other data points: We talk to a lot of people at PE firms who had strong Q4 last year and are now just filling their pipelines. No PE partner we talk to says that they are slowing down. And certainly our business has not slowed down. Our take: A strong economy combined with optimistic buyers and sellers contributes to buyer interest and that leads to strong prices. The deal volume we see seems to remain at a very high level. We hope it stays this way…

Some of the more interesting m&a transactions, trends and values are discussed in our report found below. Among others, we note:

• Moody’s Corporation (NYSE:MCO) agreed to acquire Bureau van • FLEETCOR Technologies (NYSE:FLT) agreed to acquire Cambridge Dijk Electronic Publishing for $3.2bn, valuing the company at an Global Payments for $675mm, implied 11.6x 2016 revenue and 22.7x 2016 EBITDA, • Apple (NASDAQ:AAPL) agreed to acquire Lattice Data for • First Data (NYSE:FDC) agreed to acquire CardConnect (NASDAQ:CCN) approximately $200mm, for $750mm valuing the company at an implied 4.6x LTM revenue • Asure Software (NASDAQ:ASUR) acquired iSystems from Silver Oak and 27.8x LTM EBITDA, Services Partners for $55mm. • London Stock Exchange Group (LSE:LSE) agreed to acquire The Yield Book and Citi Fixed Income Indices from Citi for $685mm, valuing the company at an implied 6.4x 2016 revenue and 14.9x 2016 EBITDA,

We will be attending Money20/20 Europe on June 26th-28th . To arrange a meeting there, please contact Paul Friday at [email protected].

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 San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information- technology transactions. JUNE 2017

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 5/31/17. 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 02 above. JUNE 2017 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2017 Revenue

Securities Exchanges

B2B E-commerce & Marketing Technologies

Application Software

Data & Analytics - Financial Services

Banking Software & Processors

Business Intelligence Software

Payment Technology

Security Software

Capital Markets Software & Services

Insurance Technology

Tech-enabled Financial Institutions *

Information & Market Research

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

Enterprise Value / 2017 EBITDA

Security Software

Application Software

Banking Software & Processors

Insurance Technology

Capital Markets Software & Services

Data & Analytics - Financial Services

Tech-enabled Financial Institutions *

Securities Exchanges

Payment Technology

B2B E-commerce & Marketing Technologies

Business Intelligence Software

Information & Market Research

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

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

Public Market Data

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

8. 0x 45x 310

280 7. 0x 40x 250

6. 0x 35x 220 190

5. 0x 30x 160 EV / EBITDA EV / Revenue EV 130 4. 0x 25x 100

3. 0x 20x 70 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Oracle 190,820 185,843 5.0x 4.9x 12.7x 10.9x (1%) 2% 39% 45% SAP 127,585 128,453 5.2x 4.8x 19.1x 13.9x 6% 8% 27% 34% Salesforce 63,301 62,617 7.5x 6.1x nm 28.3x 26% 23% 6% 22% Intuit 36,566 35,473 7.3x 6.7x 25.1x 17.3x 9% 10% 29% 39% Workday 20,378 18,803 12.0x 9.2x na 63.2x 35% 31% na 14% CA 13,185 13,342 3.3x 3.3x 10.4x 9.0x (0%) 2% 32% 36% Constellation 11,219 11,093 5.2x 4.6x 27.2x 17.9x 16% 13% 19% 26% Amdocs 9,508 8,559 2.3x 2.2x 12.2x 11.1x 3% 4% 19% 20% NICE 4,823 4,955 4.9x 3.7x 22.4x 13.1x 10% 32% 22% 28% Paycom Softw are 3,830 3,769 11.4x 8.8x 55.4x 31.7x 47% 30% 21% 28% Softw are 3,618 3,513 3.6x 3.5x 12.2x 10.7x (0%) 4% 29% 32% Manhattan Associates 3,290 3,189 5.3x 5.2x 15.7x 14.7x 9% 1% 34% 36% Zendesk 2,532 2,285 7.3x 5.4x na nm 49% 35% na 3% Paylocity 2,530 2,429 9.2x 7.4x nm 42.6x 41% 25% 3% 17% Xero 2,489 2,407 12.2x 8.6x na nm 48% 41% na 1% Callidus 1,538 1,355 6.6x 5.5x na 44.8x 19% 18% na 12% Trim Mean 21,775 21,492 6.7x 5.6x 18.3x 21.4x 19% 17% 24% 25% Median 7,165 6,757 5.9x 5.3x 17.4x 16.0x 13% 15% 25% 27% [1] Cloudera (NYSE:CLDR) added to the index as of IPO 4/27/17

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Asure Software (NASDAQ:ASUR) acquired iSystems from Silver Oak Services Partners for $55mm. iSystems develops payroll, tax and HR software for the payroll 5/26/17 service bureau market and other financial services providers. Asure plans to acquire approximately $130mm in additional payroll revenue from iSystems’ customer base of more than 100 service bureaus.

Appian (Nasdaq:APPN) raised $75mm in its IPO, implying an enterprise value of $746mm and valuing the company at an implied 5.5x LTM revenue. Appian provides a 5/24/17 Initial Public Offering low-code software development platform to accelerate organizations application development processes.

VMware (NYSE:VMW) acquired Apteligent for an undisclosed sum. Apteligent 5/15/17 develops and delivers a mobile application intelligence solution for mobile app developers and IT organizations to analyze mobile app performance in real-time.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 04 above. JUNE 2017 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

7. 0x 53x 200

180 6. 0x 41x 160

5. 0x 29x 140

120 EV / EBITDA EV / Revenue EV 4. 0x 17x 100

3. 0x 5x 80 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Adobe 71,052 68,289 11.7x 9.5x 37.4x 23.9x 22% 22% 31% 40% Mercadolibre 12,148 11,903 14.1x 10.1x 53.2x 38.9x 30% 39% 27% 26% Shopify 6,944 6,548 16.8x 10.9x nm nm 90% 54% nm 0% NeuStar 2,636 2,514 9.3x 7.1x nm nm 49% 30% nm 1% HubSpot 1,890 2,576 2.1x 2.0x 5.5x 4.4x 15% 5% 38% 46% ChannelAdvisor 300 238 2.1x 1.9x nm nm 13% 9% nm 1% QuinStreet 178 136 0.5x 0.4x nm 6.8x 6% 3% nm 7% Mediagrif Interactive 165 182 3.3x 3.0x 9.7x 8.1x 7% 7% 34% 38% Trim Mean 4,016 3,993 7.1x 5.6x 23.6x 12.9x 23% 19% 32% 19% Median 2,263 2,545 6.3x 5.1x 23.6x 8.1x 19% 16% 32% 16%

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

Recent Activity

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

Shopify (NYSE:SHOP) acquired Oberlo for €13.8mm (~$15mm). Oberlo provides an SendGrid (Denver, CO) raised $33mm in series D funding led by Bain Capital online marketplace for entrepreneurs to search and find products to sell online. Its 11/17/165/11/17 Ventures. SendGrid provides a cloud-based platform that provides email services to platform allows the client to import dropshipped products into an ecommerce store solve the challenges of reliably delivering emails on behalf of growing companies. and ship them directly to customers.

CriteoInsight (NASDAQ:CRTOVenture Partners) (NewacquiredYork, HookLogic NY) agreedfor to$250mm. acquire HookLogicZyme fromprovides Susquehanna Growthperformance Equity marketing for $100mm. servicesZyme to is manufacturers a channel data and management hotels, offers (CDM) retail cloud search 10/4/164/17/17 platformexchange/native provider. advertising, Insight plans paid to developproduct listingsa new solution integration, category and closed around-loop Zyme’s currentadvertising CDM solutions technology, to e -commercewith a focus site on ownerschannel through marketing, its platform. sales, and inventory.

Avangate (Amsterdam, Netherlands) acquired 2Checkout.com from Trident Capital, Glouston Capital Partners and Chicago Growth Partners for an undisclosed sum. 4/3/17 2Checkout is a global payment platform that enables companies to accept online and mobile payments from buyers worldwide, with localized payment options.

Public Market Data

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

5. 5x 26x 325

5. 0x 23x 275

4. 5x 20x 225 4. 0x 17x 175 3. 5x 14x EV / EBITDA EV / Revenue EV 125 3. 0x 11x

2. 5x 8x 75 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

FIS 28,595 37,507 4.1x 4.0x 16.5x 12.2x 1% 2% 25% 33% Fiserv 27,461 31,782 5.8x 5.5x 18.5x 15.5x 5% 5% 31% 36% Jack Henry & Associates 8,277 8,284 5.9x 5.7x 16.8x 16.0x 7% 5% 35% 35% Temenos 6,651 6,820 10.8x 9.7x 40.8x 27.8x 17% 10% 26% 35% Oracle Financial Services 4,669 4,121 6.0x 5.6x 14.5x 14.4x 10% 8% 42% 39% Ellie Mae 3,901 3,508 9.7x 8.0x 47.9x 24.2x 42% 22% 20% 33% ACI Worldw ide 2,666 3,268 3.2x 3.2x 27.6x 13.5x (4%) 1% 12% 24% Q2 Holdings 1,609 1,527 10.2x 7.9x na nm 38% 29% na 4% Bottomline Technologies 950 989 2.9x 2.8x 31.6x 12.4x 2% 4% 9% 22% Sw ord Group 361 327 1.8x 1.6x 12.7x 10.6x 16% 11% 14% 15% Polaris Consulting & Services 349 264 0.9x na 7.9x na 0% na 11% na Microgen 260 242 4.4x 4.1x 19.6x 16.8x 35% 7% 22% 24% Gresham Technologies 151 141 6.4x 5.5x 36.6x 21.0x 16% 17% 17% 26% Trim Mean 5,196 5,558 5.5x 5.2x 23.5x 16.2x 13% 9% 21% 28% Median 2,666 3,268 5.8x 5.5x 19.0x 15.5x 10% 8% 21% 29%

[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 Clayton, Dubilier & Rice (New York, NY) agreed to acquire a 60% stake in Capco from QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new FIS for $477mm, valuing the company at an implied $795mm. Capco is the brand investor Sunshine Insurance Group, and including participation from Guosen 11/28/165/24/17 name for FIS’ management consulting offerings. FIS had acquired Capco for $292mm Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. in 2010. The transaction is subject to regulatory approvals and is expected to close in QuantGroup provides online financial services in China. Q3 of 2017. LendingTreeAdditiv (Zurich,(NASDAQ:TREE) Switzerland) raised acquired CHF 21mmIron Horse ($21.3mm) Holdings in (dba:a round CompareCards of funding from) forBZ $130mm.Bank and CompareCardsPatinex. Additiv,is which an online develops platform software enabling for banks,consumer asset credit managers, card 11/16/165/17/17 comparisons,and insurers, plansand providing to use the credit funding education to fuel andinternational credit health expansion management and the solutions. Thedevelopment transaction of cloudconsideration and SaaS consists-based ofproducts. $85mm Patinexcash at isclosing led by and billionaire up to $45mm Swiss of earninvestor-out Martinpayments Ebner, paid who during owns 2017 stakes and in 2018. both Avaloq and Temenos. MetaFinxact Financial (Jacksonville, Group FL)(NASDAQ: raised $12mmCASH) acquiredin a seed Specialty round of Consumerfunding from Services Live Oak (SCS)Venture for Partners, $54mm. angelSCS offersinvestors, a loan and management undisclosed platform strategic and investors. a proprietary Finxact plans 11/10/165/9/17 underwritingto use the funding model to that finish are the primarily development used to of deliver its “Core consumer-as-a-Service” tax advances cloud- basedand otherbanking consumer technology, credit expected services. to The launch transaction customers consideration in a limited consists capacity ofin 2017, with approximatelygeneral availability $15mm in 2018. at closing, with potential for additional contingent payments.

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 60x 240

220 10.0x 50x 200

8. 0x 40x 180 160

6. 0x 30x 140 EV / EBITDA EV / Revenue EV 120 4. 0x 20x 100

2. 0x 10x 80 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Open Text 8,661 10,806 5.5x 4.3x 18.6x 12.1x 7% 29% 30% 35% Splunk 8,400 7,313 7.7x 6.1x nm 54.4x 42% 26% na 11% Tableau Softw are 4,834 3,879 4.7x 4.4x nm nm 27% 6% na 6% Verint Systems 2,598 3,045 2.9x 2.7x 31.2x 11.9x (6%) 7% 9% 22% Microstrategy 2,114 1,496 2.9x 2.9x 12.9x 11.0x (3%) 2% 23% 26% Alteryx 1,075 911 10.6x 7.4x na na 59% 43% na na Talend 945 850 8.0x 5.8x na na 40% 37% na na Hortonw orks 777 693 3.8x 2.9x na na 51% 30% na na Trim Mean 3,328 2,916 5.4x 4.4x 18.6x 12.0x 27% 23% 23% 20% Median 2,356 2,270 5.1x 4.3x 18.6x 12.0x 33% 28% 23% 22% [1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14, Alteryx (AYX) added to the index as of IPO 2/24/17

Recent Activity

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

StreamSets (San Francisco, CA) raised $20mm in a Series B funding round led by 5/31/17 Accel Partners. StreamSets provides data ingest technologies used for big data applications.

Mintigo (San Mateo, CA) raised $10mm in an equity funding round led by Glilot 5/15/17 Capital. Mintigo provides an enterprise-focused predictive market and sales platform.

Apple (NASDAQ:AAPL) agreed to acquire Lattice Data for approximately $200mm. 5/15/17 Lattice Data offers an AI-enabled inference engine that turns unstructured data into more usable information for big data applications.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 07 above. JUNE 2017 Capital Markets Software & Services

Public Market Data

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

4. 0x 22x 260

230 3. 5x 19x 200

3. 0x 16x 170

140 EV / EBITDA EV / Revenue EV 2. 5x 13x 110

2. 0x 10x 80 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

IHS Mar kit 19,358 22,990 6.3x 6.5x 17.1x 16.6x 10% (3%) 37% 39% Broadridge 9,160 10,157 2.9x 2.4x 16.0x 13.2x 23% 22% 18% 18% SS&C Technologies 7,881 10,216 6.9x 6.1x 19.9x 14.8x 48% 13% 35% 41% Computershare 5,822 7,035 3.5x 3.3x 16.1x 12.8x 4% 5% 21% 26% DST 3,866 4,266 2.7x 2.1x 12.9x 11.1x (23%) 29% 21% 19% SimCor p 2,488 2,435 7.3x 6.3x 30.7x 23.0x 6% 16% 24% 28% Envestnet 1,570 1,815 3.1x 2.7x 42.8x 14.5x 37% 15% 7% 19% IRESS 1,490 1,604 5.6x 4.9x 21.0x 16.5x 8% 13% 26% 30% Fidessa group 1,243 1,121 2.6x 2.4x 14.5x 11.0x 12% 7% 18% 22% First Derivatives 1,063 1,078 5.8x 5.0x 51.0x 26.9x 33% 18% 11% 18% Linedata Services 423 467 2.5x 2.1x 9.7x 7.8x (3%) 17% 26% 27% Cinnober 236 207 5.2x 4.2x nm nm 16% 24% 1% 4% StatPro Group 109 122 2.5x 1.9x 22.0x 13.6x 24% 30% 11% 14% Brady 83 73 1.9x 1.9x 33.3x 25.6x 11% (3%) 6% 8% Lombard Risk Management 74 65 1.6x 1.3x na 9.2x 34% 24% na 14% Trim Mean 2,726 3,123 4.0x 3.5x 22.4x 15.1x 17% 15% 19% 22% Median 1,490 1,604 3.1x 2.7x 19.9x 14.0x 12% 16% 20% 19%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Symphony Communication Services (Palo Alto, CA) raised $63mm in a round of equity funding led by new investor BNP Paribas, and including participation from 5/16/17 existing investors CapitalG and Goldman Sachs. This round brings the company’s funding raised to date to $229mm. Symphony’s messenger service now has roughly 200,000 licensed users throughout the financial services industry. Broadway Technology (New York, NY) raised $42mm in a round of equity funding led by new investor Long Ridge Equity Partners. Long Ridge now holds a minority stake 5/9/17 in Broadway Technology. The company plans to use the financing to expand into new global markets and continue to develop its trading solutions for banks, brokers, and hedge funds. Genstar Capital (San Francisco, CA) agreed to recapitalize Apex Fund Services and simultaneously agreed to acquire Equinoxe Alternative Investment Services. Peter 5/9/17 Hughes, the founder of Apex, will continue to hold a significant stake in the combined company and plans to remain in his role as CEO. Equinoxe Alternative Investment Services was previously owned by Estancia Capital Management.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 08 above. JUNE 2017 Data & Analytics – Financial Services

Public Market Data

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

6. 0x 18x 260

220 5. 0x 15x

180

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

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

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

S&P Global 37,245 39,534 7.0x 6.8x 16.0x 14.6x 7% 3% 44% 47% Thomson Reuters 31,813 38,697 3.5x 3.4x 16.2x 11.5x (1%) 2% 21% 30% Moody's 23,015 24,944 6.9x 6.5x 15.2x 13.7x 3% 7% 46% 47% Experian 19,367 22,278 4.8x 5.1x 14.0x 14.5x (0%) (5%) 34% 35% Equifax 16,676 19,286 6.1x 5.7x 17.2x 15.4x 18% 8% 36% 37% Verisk Analytics 13,764 15,893 8.0x 7.6x 17.0x 15.4x 13% 4% 47% 50% MSCI 9,321 10,700 9.3x 8.6x 18.8x 16.9x 7% 8% 49% 51% CoStar Group 8,518 8,249 9.8x 8.7x 38.4x 30.8x 18% 14% 26% 28% FactSet Research Systems 6,578 6,758 5.9x 5.4x 16.8x 15.7x 11% 10% 35% 34% FICO 4,280 4,789 5.3x 5.1x 23.1x 19.5x 6% 5% 23% 26% Dun & Bradstreet 3,885 5,232 3.1x 3.0x 11.6x 10.5x 4% 4% 26% 28% CoreLogic 3,739 5,183 2.7x 2.8x 12.4x 11.1x 28% (5%) 21% 25% Morningstar 3,161 3,079 3.9x 3.6x 13.3x 13.2x 1% 7% 29% 27% Trim Mean 12,814 14,728 5.8x 5.5x 16.4x 14.7x 8% 5% 33% 35% Median 9,321 10,700 5.9x 5.4x 16.2x 14.6x 7% 5% 34% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LondonIntercontinental Stock ExchangeExchange Group (NYSE:ICE) (LSE:LSE) agreed acquired to acquire Mergent the Indexfor an Platformundisclosed from sum. MergentBank of Americais a leading Merrill provider Lynch of Global business Research and financial Division information for an undisclosed on public sum. and The 11/21/166/1/17 privateBofAML companies indices are and one adds of the to mostLSEG’s used data fixed and income analytics indices capabilities. by assets The under Mergent Index Platform from businessmanagement will form(AUM) part globally. of LSEG’s Upon Information closing, the Services AUM benchmarked Division which against includes the FTSE Global Research Division Russell,combined among fixed incomeother real index time business and reference of ICE datais expected products. to be nearly $1 trillion. eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. London Stock Exchange Group (LSE:LSE) agreed to acquire The Yield Book and Citi Public Plan IQ is a SaaS-based platform that provides access to public pension plan Fixed Income Indices from Citi for $685mm, valuing the company at an implied 6.4x 11/10/165/30/17 reporting and board documents and houses more than 10,000 documents. The 2016 revenue and 14.9x 2016 EBITDA. The Yield Book and Citi Fixed Income Indices acquisition builds upon eVestment’s intelligence offering to institutional investors, & are both leading providers of fixed income indices and analytics globally. Citi Fixed Income Indices consultants and managers. Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. Moody’sBrightScope Corporation is a financial (NYSE:MCO) information agreed companyto acquire that provides Bureau avan suite Dijk of forproprietary €3.0bn 5/15/1711/1/16 (~$3.3bn),datasets, data valuing management the company capabilities at an implied and analytics 11.6x LTM to assetrevenue managers,. Bureau recordvan Dijk- provideskeepers, businessfinancial advisors,intelligence and and other company market information participants.. The transaction follows Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.

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 200

3. 5x 16x 175

3. 0x 14x 150 EV / EBITDA EV / Revenue EV 2. 5x 12x 125

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

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Reed Elsevier (RELX Group) 43,600 48,056 5.5x 5.0x 18.4x 14.2x 5% 11% 30% 35% Nielsen 13,816 21,977 3.5x 3.3x 13.6x 10.8x 2% 5% 26% 31% Wolters Kluw er 12,847 15,016 3.1x 2.9x 11.9x 10.9x 2% 6% 26% 27% Gartner 10,058 10,465 4.3x 3.1x 26.1x 14.8x 13% 39% 16% 21% Pearson 7,423 7,449 1.3x 1.3x 10.1x 8.1x 2% 1% 13% 15% Informa 6,971 8,886 5.1x 4.0x 16.3x 11.7x 11% 29% 31% 34% UBM 3,703 4,504 4.0x 3.5x 14.8x 11.5x 12% 16% 27% 30% Euromoney Institutional Investor 1,748 1,828 3.5x 3.2x 12.2x 12.3x 1% 8% 28% 26% comScore[1] 990 876 1.7x 1.6x 7.0x 5.5x 41% 6% 24% 29% Forrester Research 730 593 1.8x 1.8x 14.7x 15.8x 4% 1% 12% 11% Trim Mean 7,194 8,875 3.4x 2.9x 14.0x 11.8x 6% 10% 24% 27% Median 7,197 8,168 3.5x 3.2x 14.1x 11.6x 5% 7% 26% 28%

[1] As of February 8th 2017, comScore’s shares were suspended from the NASDAQ since comScore was unable to file financial data regarding the handling of certain cash and non- cash transactions. The stock is quoted on the over-the-counter market.

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Verisk Analytics (NASDAQGS:VRSK) acquired The GeoInformation Group for an Verisk Analytics (NASDAQ:VRSK) acquired MAKE Consulting for an undisclosed undisclosed sum. The GeoInformation Group offers large-scale mapping services sum. MAKE is a research and advisory business specializing in wind power. MAKE 11/14/165/22/17 and geospatial data and analytic solutions to a broad set of companies and more will become part of Wood Mackenzie, a Verisk Analytics business focused on than 300 public sector organizations. The acquisition bolsters Verisk’s presence in providing research and advisory services to the natural resources sector. the United Kingdom as a data and analytics provider across multiple markets.

Gartner (NYSE:IT) acquired Machina Research for an undisclosed sum. Machina Moody’s Corporation (NYSE:MCO) agreed to acquire Bureau van Dijk for €3.0bn Research provides market intelligence and strategic insight on Internet of Things 11/9/165/15/17 (~$3.3bn), valuing the company at an implied 11.6x LTM revenue. Bureau van Dijk (IoT), Machine-to-Machine (M2M), and big data opportunities. The acquisition is provides business intelligence and company information. part of Gartner’s strategy of investing further in IoT capabilities.

Qualtrics (Provo, UT) raised $180mm in a Series C funding round led by Insight 20/20Venture Research Partners (Nashville, and Accel TN) Partners, acquired andiModerate that included for an return undisclosed investor sum.Sequoia 10/17/164/12/17 iModerateCapital. The offers round online was qualitativeraised at a market pre-money research valuation services of $2.5bn. and fits Qualtrics strategically withprovides 20/20’s software QualBoard to collect,discussion analyze, and and QualMeeting act on voiceinterview of the customer, platforms. customer satisfaction, employee engagement, brand and market research.

Public Market Data

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

3. 0x 21x 260

2. 5x 18x 220

2. 0x 15x 180 EV / EBITDA EV / Revenue EV 1. 5x 12x 140

1. 0x 9x 100 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Guidew ire Softw are 4,927 4,449 9.9x 8.4x nm 51.9x 14% 18% 4% 16% Ebix 1,770 1,968 6.6x 6.0x 17.9x 16.2x 12% 10% 37% 37% CorVel 897 868 1.7x na 13.1x nm 3% na 13% nm Sapiens 609 614 2.8x 2.2x 20.5x 16.1x 16% 27% 14% 14% msg life 115 90 0.8x 0.7x 7.8x 7.4x 3% 2% 10% 10% Connecture 19 108 1.3x 1.4x nm nm (15%) (9%) nm nm Trim Mean 847 890 3.1x 3.2x 15.5x 16.2x 8% 10% 12% 15% Median 753 741 2.3x 2.2x 15.5x 16.2x 8% 10% 13% 15%

[1] Connecture added to the index as of IPO 12/12/14

Recent Activity

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

Ebix (NASDAQ:EBIX) acquired an 80% stake in ItzCash for $120mm. ItzCash is a pioneer in electronic payments in India, offering utility bill payments, travel bookings, 5/30/17 movie tickets, prepaid gift cards, remittances, insurance premium payments, property tax payments and mobile transactions.

Next Insurance (Palo Alto, CA) raised $29mm in a Series A funding round led by Munich Re/HSB Ventures with participation from Markel, Nationwide, and other 5/3/17 existing investors. The company plans to use the funds for continued operations, further development of Next’s proprietary insurance products, and to expand their offering to new business sectors. Singapore Life (Singapore) raised $50mm in a Series A funding round co-led by Impact Capital Holdings, a subsidiary of Credit China Fintech Holdings and IPGL. 4/26/17 Singapore Life offers on-demand long-term life and savings solutions for customers. The company plans to use the funds for continued operations and development purposes.

Public Market Data

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

4. 5x 18x 300 275 4. 0x 16x 250 225 3. 5x 14x 200 175 3. 0x 12x 150 EV / EBITDA EV / Revenue EV 2. 5x 10x 125 100 2. 0x 8x 75 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Pay Pal 63,487 54,559 5.0x 4.3x 26.0x 16.9x 17% 17% 19% 25% Cielo 18,926 21,963 5.8x 5.7x 13.1x 12.6x 11% 2% 45% 45% First Data 15,948 36,073 4.6x 3.0x 13.5x 12.0x 1% 52% 34% 25% Global Payments 14,040 17,602 4.7x 5.1x 17.8x 15.8x 33% (9%) 26% 32% FleetCor Technologies 13,644 16,925 9.2x 7.7x 18.1x 14.6x 8% 21% 51% 52% Vantiv 12,387 15,758 8.3x 7.5x 18.5x 15.7x 13% 10% 45% 48% Total System Services 11,013 13,678 3.3x 2.8x 16.0x 11.7x 50% 16% 20% 24% Western Union 9,194 11,354 2.1x 2.1x 8.3x 8.8x (1%) 0% 25% 24% Square 8,431 7,886 4.6x 8.6x nm 63.3x 35% (46%) nm 14% Wirecard 8,251 7,423 6.2x 4.9x 22.4x 16.5x 32% 27% 28% 30% Worldpay Group 8,032 9,799 6.7x 6.0x 17.8x 14.8x 15% 11% 38% 41% Euronet Worldw ide 4,791 4,633 2.4x 2.2x 14.0x 11.6x 11% 9% 17% 19% WEX 4,405 6,587 6.5x 5.5x 22.3x 13.7x 19% 17% 29% 40% Blackhaw k Netw ork 2,423 2,800 1.5x 1.3x 19.0x 11.9x 5% 17% 8% 11% EV ERTEC 1,207 1,790 4.6x 4.5x 11.7x 9.6x 4% 3% 39% 47% MoneyGram International 1,151 1,937 1.2x 1.2x 8.7x 6.9x 6% 0% 14% 17% PayPoint 835 766 2.8x 2.9x 10.2x 9.8x (1%) (5%) 27% 30% SafeCharge 556 441 4.2x 3.8x 14.3x 12.1x 4% 11% 30% 31%

Trim Mean 8,417 11,061 4.6x 4.3x 15.8x 13.0x 13% 9% 29% 31% Median 8,341 8,842 4.6x 4.4x 16.0x 12.4x 11% 11% 28% 30% Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced AntFirst Financial Data (NYSE:FDC) Services Group, agreed an to affiliateacquire of CardConnect Alibaba Group (NASDAQ:CCN) (NYSE:BABA),for agreed $750mm to Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) acquirevaluing theMoneyGram company (atNASDAQ:MGI) an implied 4.6x for LTM $880mm, revenue implying and 27.8x an enterprise LTM EBITDA value. of for $425mm. Moneris offers credit, debit, wireless and online payment services for 11/10/161/26/175/29/17 $1.5bnCardConnect and valuing is a provider the company of payment at an processingimplied 1.0x solutions, LTM revenueprocessing and 7.0x $26bn LTMin merchants in virtually every industry segment and processed approximately $12bn in EBITDA.volume per The year offer from of $13.25~67,000 per merchants. share represents CardConnect a premium offers of advanced ~11.5% topayment US transaction volume in 2015. MoneyGram’ssolutions backed closing by PCI share-certified, price pointon 1/25/17.-to-point encryption (P2PE) and tokenization.

AdventBilltrustGTCR (Chicago, International(Hamilton, IL) NJ) acquired(Boston, raised MA)$50mmRevSpring and in Bain equityand Capital committed funding (Boston, led up by to MA) new$400mm agreed investor to to complete Riverwoodacquire ConcardisCapital.this as well Riverwoodfor as an pursue undisclosed Capital complementary joins sum.existing Originally acquisitions. investors, focused EdisonRevSpring on connecting Partners, is a leading Goldmanretailers provider to Sachs credit of 1/13/175/25/1711/7/16 cardandmulti Bain-systems,channel Capital billingConcardis Ventures and communicationshas and recently will hold developed a solutionsminority a stake leadingto the in healthcare theposition business. as and a full Billtrustfinancial-service paymentprovidesservices industries.paymentprovider incycle Germany, management Austria solutions. and Switzerland.

iZettleFLEETCORCardtronics(Stockholm, (NASDAQ:CATM)TechnologiesSweden) (NYSE:FLT)raised acquired €60mm agreedDirectCash (~$63.5mm) to acquirePayments in Cambridge a round for $460mm. of Globalfunding The from IntelpurchasePayments Capital, includedfor Zouk $675mm. CapitalFirst Data’sCambridge and VictoryAustralian provides Park ATM Capital. international portfolio, The whichfunding accounts DirectCash round payable includedacquired payment 1/10/175/1/1710/20/16 €onprocessing45mm Septemberof debt to SMB 30. funding DirectCash and frommiddle newis-market a investor leading companies. Victoryprovider Park Cambridge’sof prepaid Capital card and international products,€15mm in ATM equity fundingservices,capabilities from and complement existing debit terminals. investors FLEETCOR’s Intel Capital domestic and Zouk paymentCapital.processing system.

[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

12.0x 18x 250

220 10.5x 16x

190 9. 0x 14x 160 EV / EBITDA EV / Revenue EV 7. 5x 12x 130

6. 0x 10x 100 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

CME Group 39,872 40,729 11.3x 10.9x 16.6x 15.2x 8% 4% 68% 72% IntercontinentalExchange (ICE) 36,054 41,809 9.3x 9.0x 15.2x 14.0x 35% 3% 61% 64% Hong Kong Exchange 30,933 3,953 2.8x 2.5x 4.2x 3.5x (14%) 10% 66% 72% Deutsche Börse Group 19,469 20,296 6.4x 7.1x 13.6x 12.2x 8% (10%) 47% 58% London Stock Exchange (LSE) 15,887 16,582 7.7x 7.2x 18.6x 14.3x 17% 7% 42% 51% The Nasdaq OMX Group 11,517 14,558 3.9x 6.1x 12.5x 12.0x 71% (35%) 31% 51% BM&F Bovespa 11,428 13,577 19.2x 17.7x 28.8x 21.2x (63%) 9% 67% 83% CBOE 9,677 10,960 16.7x 10.9x 30.7x 17.4x 4% 53% 54% 63% Japan Exchange Group (JPX) 8,853 7,957 7.9x 8.0x 12.2x 12.4x (2%) (1%) 64% 64% Australian Exchange (ASX) 7,435 6,622 9.6x 11.2x 12.4x 14.6x 2% (14%) 78% 77% Singapore Exchange (SGX) 5,661 5,118 8.9x 8.6x 17.3x 14.5x (4%) 4% 51% 59% Euronext 3,648 3,472 6.2x 6.0x 11.1x 10.5x (4%) 4% 56% 57% TMX Group 2,947 3,403 5.7x 6.2x 10.4x 11.4x 5% (7%) 55% 54% Trim Mean 14,597 13,075 8.5x 8.3x 15.3x 13.5x 5% 1% 57% 63% Median 11,428 10,960 7.9x 8.0x 13.6x 14.0x 4% 4% 56% 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

Euronext (ENXTPA:ENX) acquired a 90% stake in FastMatch for $153mm. FastMatch 5/23/17 operates an electronic communication network platform for foreign exchange trading while servicing European clients.

Islamic Development Bank (Jeddah, Saudi Arabia) acquired a 10% stake in Borsa Istanbul for $11.6mm, implying a value of $116mm. Borsa Istanbul operates as a 4/19/17 securities exchange for the trading of capital markets instruments, foreign currencies, precious metals, and gems.

European Energy Exchange (Leipzig, Germany) agreed to acquire Nodal Exchange for an undisclosed sum. Through this acquisition, European Energy Exchange plans 3/3/17 to enter the North American energy trading markets, thereby expanding its global presence and membership base in line with its growth strategy.

Public Market Data

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

8. 0x 50x 250

230 7. 0x 43x 210

6. 0x 36x 190 170

5. 0x 29x 150 EV / EBITDA EV / Revenue EV 130 4. 0x 22x 110

3. 0x 15x 90 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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 CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Check Point Softw are 18,885 17,417 10.0x 9.3x 20.1x 17.2x 7% 8% 50% 54% Symantec 18,732 22,662 6.0x 4.6x 25.9x 10.4x 4% 32% 23% 44% Palo Alto Netw orks 10,792 9,938 6.3x 5.2x nm 21.9x 36% 23% nm 24% F5 Netw orks 8,332 7,317 3.6x 3.4x 12.0x 8.7x 4% 6% 30% 39% Fortinet 7,013 5,815 4.6x 3.9x 60.7x 19.2x 26% 17% 8% 20% Proofpoint 3,718 3,677 9.8x 7.4x nm 62.6x 41% 33% nm 12% Sophos 2,650 2,928 5.7x 5.2x nm 47.2x 9% 10% 3% 11% Fir eEy e 2,582 2,457 3.4x 3.4x nm 39.5x 15% 2% nm 9% CyberArk 1,770 1,483 6.8x 5.5x 34.9x 23.6x 35% 25% 20% 23% Imperva 1,668 1,355 5.1x 4.2x nm 41.6x 13% 22% nm 10% Mimec as t 1,485 1,376 8.0x 6.0x nm nm 26% 34% nm 8% Barracuda Netw orks 1,186 988 2.8x 2.7x 28.4x 14.4x 12% 6% 10% 19% Axw ay Softw are 765 751 2.2x 2.0x 12.9x 10.6x 6% 11% 17% 19% Radw are 761 592 3.0x 2.9x nm 54.5x (9%) 4% 1% 5% VASCO Data Security 545 399 2.1x 2.1x 24.6x 24.8x (20%) (3%) 8% 9% Okta 512 703 4.4x 3.1x nm nm 87% 42% nm nm Zix 310 286 4.8x 4.3x 24.1x 16.0x 10% 10% 20% 27% Trim Mean 4,167 3,813 5.1x 4.3x 24.4x 26.2x 16% 16% 15% 19% Median 1,770 1,483 4.8x 4.2x 24.6x 21.9x 12% 11% 17% 19% [1] Mimecast (MIME) added to the index as of IPO 11/19/15, Okta (OKTA) added to the index as of IPO 4/7/17

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced CounterTack (Waltham, MA) raised $20mm in a Series D round led by Singtel Innov8 and SAP National Security Services (SAP NS2). CounterTack provides a behavior 5/30/17 and memory-based Endpoint Threat Platform (ETP) for the enterprise. The company plans to use the funding for growth including acquisition and global expansion plans. This brings the total raised to $90mm from investors including Goldman Sachs.

CrowdStrike (Irvine, CA) raised $100mm in a Series D round led by Accel Partners. Other investors included CapitalG (formerly Google Capital) and Warburg Pincus. The 5/17/17 company provides cloud-delivered nextgen AI-powered endpoint protection. This round brings its total funding raised to $256mm with a valuation of more than $1bn.

CyberArk (NASDAQ:CYBR) acquired Conjur for $42mm. Conjur secures DevOps and 5/11/17 extends CyberArk’s offering.

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 5/31/17. 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 14 above. JUNE 2017 Technology-Enabled Financial Institutions

Public Market Data

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

5. 0x 20x 250

220 18x 4. 0x 190 16x 3. 0x 160 14x EV / EBT 130

EV / Revenue EV 2. 0x 12x 100

1. 0x 10x 70 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17

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

Company Market Market Cap / Revenue Market Cap / EBT Revenue Growth EBT Margin (USD millions) Cap CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Charles Schw ab 52,351 7.0x 6.1x 17.6x 14.5x 18% 16% 40% 42% TD Ameritrade 19,801 6.0x 5.4x 15.6x na 4% 11% 38% na E*TRA DE 9,562 nm nm na na na na na na MarketAxess 7,263 19.6x 17.6x 37.9x na 22% 12% 52% na BGC Partners 5,244 2.1x 1.8x 11.8x na 2% 15% 17% na ICA P 3,154 nm 4.2x na na na na na na Interactive Brokers Group 2,781 2.0x 4.4x na na (1%) (54%) na na IG Group 2,412 1.7x 1.7x 3.2x na 3% (0%) 53% na LendingClub 2,202 nm nm na na na na na na Investment Technology Group 684 1.8x 1.7x 54.8x na (17%) 8% 3% na Monex Group 680 1.5x 1.4x na na (12%) 5% na na GAIN Capital 325 1.0x 1.9x 43.0x na 16% (49%) 2% na On Deck Capital 280 0.7x 0.8x 4.7x 5.9x (4%) (17%) 15% 14% BinckBank 254 1.8x 0.7x na 31.6x (22%) 148% na 2% Trim Mean 4,532 2.8x 2.9x 21.7x 14.5x 1% 0% 28% 25% Median 2,596 1.8x 1.8x 16.6x 14.5x 2% 8% 28% 14%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Maxfor $130mm. (Paris, France) CompareCards raised €20mmis an online (~$22.5mm) platform in enabling funding ledconsumer by Crédit credit Mutuel card Arkea. 5/29/1711/16/16 Maxcomparisons,is a personal and assistantproviding startupcredit education that offers and traditional credit health banking management services, such solutions. as budgetThe transaction management consideration and the aggregation consists of $85mmof several cash bank at closingaccounts. and up to $45mm of earn-out payments paid during 2017 and 2018.

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Cowen Group (NASDAQ:COWN) agreed to acquire Convergex Group for $116mm. Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and 4/3/1711/10/16 Convergex is an agency-focused global brokerage and trading related services outsourced debt collection services for banks, credit card providers, utilities, telecoms, provider to hedge funds, asset managers, broker-dealers, trusts, and exchanges. and retail companies.

BinckBank (ENXTAM:BINCK) acquired Pritle for €12.5mm (~$13.3mm). BinckBank is 3/17/17 the largest independent Dutch online bank for investors. The acquisition of Pritle is the first robo-advisor acquisition in continental Europe.

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 ($bn)Value

Number of Transactions 100 4.0

50 2.0

0 0.0 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2014 2015 2016 2017 Number of Transactions Aggregate Value

(1) Software and Services Transaction Multiples

40x 5x

32x 4x

24x 3x

16x 2x EV / EBITDA EV / Revenue EV

8x 1x

0x 0x Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2014 2015 2016 2017

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

“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

Darien, CT has received an equity Toronto, Canada Hamilton, Bermuda investment from London, UK New York City, NY has sold the Atrium wireless and a portfolio company of New York City, NY extranet infrastructure businesses to received an investment from has been acquired by has been acquired by

Atlanta, GA has been acquired by a portfolio company of

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

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

a portfolio company of Boston, MA and San Francisco, Palo Alto, CA CA Chicago, IL London, United Kingdom Tokyo, Japan Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as strategic and financial advisor exclusive strategic and exclusive strategic and financial Marlin & Associates acted as strategic and financial advisor to exclusive strategic and to Alacra, Inc. financial advisor to BillingTree advisor to iTransact Group, LLC exclusive strategic and financial Agilum Healthcare Intelligence. advisor to Vizolution. financial advisor to Xignite.

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

Palo Alto, CA Windsor, CT Dublin, Ireland Marlin & Associates acted as London, United Kingdom Marlin & Associates acted as strategic and Marlin & Associates acted as exclusive exclusive strategic and financial Marlin & Associates acted as exclusive financial advisor to Aquiline Capital Marlin & Associates acted as exclusive strategic and financial advisor advisor to Everteam. strategic and financial advisor Partners. strategic and financial advisor to to Varden Technologies Inc. to Trunomi. Information Mosaic.

Hong Kong, China has raised capital from

Hong Kong, China

Marlin & Associates acted as strategic and financial advisor to Wisers Information Limited.

Lucca, Italy Washington, D.C. Private equity funds managed by Woburn, MA secured a $36 million Wixom, MI Blackstone and by the Goldman Sachs investment from has been acquired by Merchant Banking Division (together, the has been acquired by has acquired “Sponsors”) have agreed to acquire

Fro m affiliates o f Ko hlberg Kravis Roberts & Co. L.P. Chicago, IL Milan, Italy Hamilton, NJ London, United Kingdom 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 Tagetik Software srl. advisor to ByAllAccounts, Inc. advisor to RevSpring Inc. advisor to Current Analysis, Inc. Marlin & Associates advised the Sponsors.

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

Ken Marlin Founder and Managing Partner

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

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

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

• Cross-Border Boutique Investment Banking Firm of the Year (2016)* • Boutique Investment Banking Firm of the Year (2014, 2015, 2016)* TMT Advisory Firm of the Year (2016) • Advisory Firm of they Year (2015)* • Middle Market International Professional Services (B-to-B) Deal of the Year (2013) Boutique Investment • Financial Services Deal of the Year (2013, 2012 and 2011) Banking Firm of the • Information Technology Deal of the Year (2011) Year • Middle Market Deal of the Year <$25M (2011) (2016) • Corporate and Strategic Acquisition of the Year (2011) • Middle Market Financial Services Deal of the Year (2011 and 2010) – ACQ5 • Middle Market Information Technology Deal of the Year (2011 and 2010) (Acquisition Finance • Middle Market International Financial Services Deal of the Year (2013 and 2010) Magazine) • 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)* • Middle Market Computer and Information Technology Deal of the Year (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. 18 JUNE 2017 MARLIN AND ASSOCIATES: WHO WE ARE

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

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

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

Paul Friday

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

"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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