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

OCTOBER 2016

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

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It’s all hot – Infotech M&A and the US Presidential election. Our October 2016 M&A Market Update

Dear Clients and Friends:

The report that follows is our latest update on the m&a values and trends in the dozen+ sectors of the information technology industry that we follow and sometimes lead.

We’re busy. We helped a client close one deal last week and have several others looking close. At the same time, we are less than two weeks away from the US Presidential election – and that takes up my attention too. Anyone who believes the results of this election are pre-ordained should ask the British about Brexit or the Columbians about their recent referendum on peace. In both cases, the results shocked more than half of the population.

I’ve voted in many elections. But this will be the first for my daughter. My message to her is simple: vote for whomever you choose. But choose wisely. Get beyond the catch phrases, the cartoon stereotypes, the 30-second TV commercials and the media hype. Do your homework; understand real positions. Understand the consequences. Voting matters.

I’ve made my choice. In fact, I voted already via absentee ballot. I based my vote on the person that most shares my values and that has the experience, wisdom, maturity and temperament to lead us in troubled times. I thought about national security, moral leadership, fiscal solvency, healthcare, jobs, infrastructure, care of the elderly, poverty, international trade, education and which of two flawed candidates I would most want the children of this country to emulate. I’ve made my choice. Now I need to go back to helping clients.

As you will see from the report below it’s a busy time. A few of the more interesting deals this month include:

· Intel (Nasdaq: INTC) spun out McAffee, and sold a majority stake · Parthenon Capital Partners (Boston, MA) acquired a majority in it to TPG for $3.1bn in cash, valuing the entire company at ownership stake in BillingTree for an undisclosed sum. Marlin & $4.2bn or an implied 1.9x revenue, Associates acted as exclusive strategic and financial advisor to · CBOE Holdings (Nasdaq:CBOE) acquired BATS Global Markets BillingTree, (BATS:BATS) for $3.2bn, at 1.9x LTM Revenue and 13.1x LTM · Payroc (Chicago, IL) acquired the assets of iTransact for an EBITDA, undisclosed sum. Marlin & Associates acted as exclusive strategic · Informa PLC (LSE:INF) acquired Penton Information Services for and financial advisor to iTransact. $1.6bn, valuing the company at an implied 4.2x LTM revenue and 11x LTM EBITDA,

Don’t forget to vote. It’s important.

Sincerely,

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

PS: Recently I engaged in a Q and A session with well-known blogger Robert Morris. It was in two parts. You may find it of interest. Part 1 is here: http://bobmorris.biz/ken-marlin-on-the-marine-corps-way-part-1-of-an-interview-by-bob-morris And Part 2 is here: http://bobmorris.biz/ken-marlin-on-the-marine-corps-way-part-2-of-an-interview-by-bob-morris

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. OCTOBER 2016

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 Healthcare Information Software Systems

11 Information & Market Research

12 Insurance Technology

13 Payment Technology

14 Securities Exchanges

15 Security Software

16 Technology-Enabled Financial Institutions

17 Technology-Enabled Healthcare Services

18 Merger-and-Acquisition Activity Trends

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 9/30/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. 02 OCTOBER 2016 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2015 Revenue

Securities Exchanges

Application Software

B2B E-commerce & Marketing Technologies

Healthcare Info Software

Data & Analytics - Financial Services

Banking Software & Processors

Business Intelligence Software

Security Software

Payment Technology

Tech-enabled Healthcare Services

Information & Market Research

Capital Markets Software & Services

Tech-enabled Financial Institutions *

Insurance Technology

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

Enterprise Value / 2015 EBITDA

Healthcare Info Software

Capital Markets Software & Services

Banking Software & Processors

Tech-enabled Healthcare Services

Data & Analytics - Financial Services

Security Software

Insurance Technology

Securities Exchanges

Business Intelligence Software

Application Software

Payment Technology

Information & Market Research

B2B E-commerce & Marketing Technologies

Tech-enabled Financial Institutions *

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

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

Application Software

Public Market Data

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

8.0x 45x

260 7.0x 36x

220 6.0x 27x

5.0x 18x 180 EV / EBITDA EV / Revenue 4.0x 9x 140

3.0x 0x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E Oracle 165,801 151,858 4.1x 4.1x 10.0x 9.1x (3%) (0%) 41% 45% SAP 107,943 112,506 4.9x 4.6x 17.8x 13.5x 18% 6% 27% 34% Salesforce 49,643 50,984 7.6x 6.1x na 32.6x 24% 25% 7% 19% Intuit 28,273 28,193 6.3x 5.9x 21.7x 16.1x 6% 8% 29% 36% Workday 18,083 16,536 14.2x 10.6x na na 48% 34% n/a 8% CA Technologies 13,728 13,040 3.2x 3.2x 10.6x 8.1x (7%) 0% 31% 40% Constellation Software 9,478 9,574 5.2x 4.5x 22.4x 17.9x 10% 15% 23% 25% NetSuite 8,926 8,804 11.9x 9.1x na na 33% 30% n/a 8% Amdocs 8,648 7,523 2.1x 2.0x 10.9x 10.0x 1% 3% 19% 20% Manhattan Associates 4,162 4,067 7.3x 6.6x 24.0x 19.0x 13% 11% 30% 35% NICE Systems 4,160 3,770 4.1x 3.8x 16.9x 13.3x 6% 8% 24% 28% Software AG 3,183 3,111 3.2x 3.2x 10.8x 9.9x 2% 2% 30% 32% Paycom Software 2,942 2,891 12.9x 8.8x 68.7x 34.2x 49% 45% 19% 26% Zendesk 2,831 2,606 12.5x 8.4x na na 64% 48% n/a 2% Paylocity 2,270 2,184 11.6x 8.3x na na 47% 40% n/a 11% Callidus Software 1,048 954 5.5x 4.7x na 36.7x 27% 18% 0% 13% Trim Mean 18,876 18,985 7.2x 5.8x 16.9x 17.6x 20% 18% 24% 24% Median 8,787 8,164 5.9x 5.3x 17.3x 14.8x 16% 13% 26% 26%

Recent Activity

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

C3 (Redwood City, CA) raised $70mm in series D funding led by TPG Growth. C3 9/1/16 delivers IoT software to the enterprise market. C3 will use the proceeds to accelerate the expansion of its customer service capacity globally.

JDA Software (Scottsdale, AZ) completed a $570mm recapitalization from Blackstone 8/19/16 and New Mountain Capital. JDA Software designs and develops end-to-end integrated supply chain and retail management software solutions.

Oracle (NYSE:ORCL) agreed to acquire NetSuite (NYSE:N) at a 19% premium to the 7/28/16 prior day’s trading price. The transaction valued NetSuite at an implied enterprise value of $8.7bn or 10.3x LTM revenue.

B2B E-commerce & Marketing Technologies

Public Market Data

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

9.0x 60x 180

8.0x 50x 160

7.0x 40x 140 6.0x 30x 120 5.0x EV / EBITDA EV / Revenue 20x 4.0x 100

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

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

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

Mercadolibre 8,168 8,070 12.4x 9.7x 45.2x 40.2x 17% 27% 27% 24% Shopify 3,244 3,065 14.9x 8.3x na na 95% 79% na na HubSpot 2,037 1,920 10.6x 7.3x na na 57% 45% na na NeuStar 1,465 2,389 2.3x 1.9x 6.0x 4.3x 9% 17% 38% 45% Focus Technology 1,116 845 11.5x na nm na (3%) na 3% na ChannelAdvisor 331 269 2.7x 2.4x na nm 18% 12% na 2% Mediagrif Interactive 215 238 4.4x 4.0x 12.7x 10.6x 2% 10% 34% 38% QuinStreet 138 99 0.3x 0.3x na 7.5x 3% 14% na 4% Trim Mean 1,401 1,454 7.3x 4.8x 12.7x 9.0x 18% 23% 31% 22% Median 1,290 1,383 7.5x 4.0x 12.7x 9.0x 13% 17% 31% 24%

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

Recent Activity

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

Vista Equity (Austin, TX) acquired GovDelivery from Actua for $153mm. GovDelivery is a digital marketing platform that connects national, regional, and local governments 9/26/16 with citizens in order to promote the usage of services, enhance public awareness, and increase the contributions and involvement of citizen communities.

Datorama (New York, NY) raised $32mm in series B funding from Lightspeed Venture 9/12/16 Partners. Datorama is a SaaS-based marketing analytics company that provides marketing integration engine for enterprises, agencies, publishers, and platforms.

session M, Inc. (Boston, MA) raised $35mm in series D funding from General Atlantic. session M provides a cloud-based marketing automation and loyalty platform that 9/8/16 gathers customer behaviors across all channels, appends the data to each individual’s profile instantaneously, and triggers personalized responses through a real-time rules engine.

Banking Software & Processors

Public Market Data

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

5.5x 22x 280 5.0x 20x 250 4.5x 18x 220 4.0x 16x 190 3.5x 14x 160 EV / EBITDA

EV / Revenue 3.0x 12x 130 2.5x 10x

2.0x 8x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E FIS 25,343 35,818 5.4x 3.8x 21.3x 12.2x 3% 44% 26% 31% Fiserv 22,440 26,709 5.1x 4.8x 16.7x 13.9x 4% 6% 31% 34% Jack Henry & Associates 6,781 6,711 5.2x 4.9x 14.8x 13.3x 6% 6% 35% 36% Temenos 4,509 4,795 8.8x 7.8x 40.5x 20.3x 16% 14% 22% 38% Oracle Financial Services 4,122 3,568 5.9x 5.3x 14.5x 12.8x 4% 11% 41% 42% Ellie Mae 3,284 3,195 12.6x 9.4x 66.5x 31.2x 57% 35% 19% 30% ACI Worldwide 2,238 2,921 2.8x 2.9x 16.7x 11.5x 3% (4%) 17% 25% Q2 Holdings 1,130 1,035 9.5x 7.0x nm nm 38% 37% na na Bottomline Technologies 885 924 2.7x 2.7x 22.6x 12.2x 4% 3% 12% 22% Sword Group 287 259 1.7x 1.4x 11.6x 9.3x 18% 17% 15% 15% Polaris Consulting & Services 246 190 0.6x nm 5.4x nm 0% na 12% na Microgen 144 143 3.6x 2.9x 14.4x 11.8x 7% 24% 25% 25% Gresham Computing 87 82 4.5x 3.8x 33.0x 17.4x 16% 16% 14% 22% Trim Mean 4,188 4,586 5.0x 4.6x 20.6x 13.9x 11% 17% 21% 29% Median 2,238 2,921 5.1x 4.3x 16.7x 12.8x 6% 15% 20% 30%

[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

PrecisionLender (Charlotte, NC) raised a Series B round of funding led by new investor Georgian Partners. PrecisionLender provides SaaS-based tools for banks to 9/23/16 help manage pricing and profitability. PrecisionLender will use the minority investment to develop AI- and machine-learning-based solutions.

U51.com (Hangzhou, China) raised $310mm in a Series C round of funding led by existing investor Xinhu Zhongbao and new investor Tiantu Capital. The round also 9/21/16 included participation from Angel Plus, Guosen, Hangzhou FunCity Tech, HG Capital, and Shenzhen Qianhe Capital Management. The round values the company at $1bn.

Ripple (San Francisco, CA) raised $55m in a Series B round of funding that included participation from new investors Accenture Ventures, Digital Ventures, SBI Investment 9/15/16 Co., and Standard Chartered; and also existing investors CME Ventures, Santander Innoventures, Seagate Technology, and Venture51 Capital Fund. This round brings the company’s total funding raised to date to $93mm.

Business Intelligence Software

Public Market Data

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

12.0x 60x 240

10.0x 50x 210

8.0x 40x 180

6.0x 30x 150 EV / EBITDA EV / Revenue 4.0x 20x 120

2.0x 10x 90 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

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

Open Text 7,914 8,765 4.8x 4.5x 16.6x 12.8x (2%) 7% 29% 35% Splunk 7,889 6,869 10.3x 7.5x na nm 48% 37% na 9% Tableau Software 4,161 3,326 5.1x 4.0x na 52.9x 58% 28% na 8% Verint Systems 2,376 2,765 2.4x 2.5x 19.8x 10.9x 0% (2%) 12% 23% Microstrategy 1,929 1,379 2.6x 2.7x 9.3x 10.6x (9%) (4%) 28% 26% Talend 732 735 9.7x 7.1x na na 21% 36% na na Hortonworks 487 379 3.1x 2.1x na na 165% 46% na na Trim Mean 3,417 3,015 5.1x 4.2x 16.6x 11.8x 25% 21% 28% 19% Median 2,376 2,765 4.8x 4.0x 16.6x 11.8x 21% 28% 28% 23%

[1] Tableau Software (DATA) added to the index as of IPO 5/17/13, Hortonworks (HDP) added to the index as of IPO 12/12/14

Recent Activity

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

Salesforce.com (NYSE: CRM) acquired BeyondCore for $110m from Menlo Ventures. BeyondCore, a smart data discovery solution used by business users at Fortune 500 8/15/16 companies in multiple industries, empowers these professionals through the use of analytics.

Talend (Nasdaq:TLND) raised $94.5mm on its IPO implying a valuation of 8.8x LTM revenue. France-based Talend sells software that helps organizations organize their 7/29/16 IPO existing databases and information resources. It has more than 1,300 customers, including Air France, Citi, and General Electric.

Reltio (Redwood Shores, CA) raised $22mm in a Series B round led by new investor 6/7/16 New Enterprise Associates and returning investors, CrossLink Capital and .406 Ventures.

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

3.5x 24x 250

20x 220 3.0x 190 16x 160 2.5x EV / EBITDA EV / Revenue 12x 130

2.0x 8x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

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

IHS Markit¹ 12,771 15,914 4.8x 4.4x 16.5x 11.8x 5% 10% 29% 37% Broadridge 8,209 8,504 3.0x 2.4x 14.3x 12.8x 7% 24% 21% 19% SS&C Technologies 6,588 9,094 9.1x 6.0x 27.6x 14.4x 30% 52% 33% 41% Computershare 4,296 5,598 2.9x 2.7x 9.3x 10.5x (3%) 5% 31% 26% DST 3,962 4,298 2.1x 2.5x 10.6x 11.2x (1%) (15%) 20% 23% SimCorp 2,358 2,326 7.5x 7.1x 28.3x 29.2x 15% 6% 26% 24% Envestnet 1,559 1,812 4.3x 3.1x 35.8x 18.0x 21% 38% 12% 17% IRESS 1,436 1,557 5.7x 5.2x 22.8x 17.3x 10% 8% 25% 30% Fidessa group 1,156 1,073 2.9x 2.6x 17.2x 9.9x 7% 10% 17% 27% First Derivatives 613 632 4.7x 3.9x 35.8x 20.0x 39% 19% 13% 20% Linedata Services 361 375 1.9x 2.0x 7.8x 6.7x 9% (0%) 25% 29% Cinnober 117 112 3.2x 2.7x 49.9x nm 10% 18% 6% 2% StatPro Group 91 103 2.7x 2.3x 21.0x 16.7x (6%) 17% 13% 14% Brady 70 62 1.8x 1.6x nm 11.3x (12%) 11% 0% 15% Lombard Risk Management 25 21 0.7x 0.6x 17.8x na 6% 25% 4% na Trim Mean 2,370 2,734 3.7x 3.2x 21.4x 14.0x 9% 15% 19% 23% Median 1,436 1,557 3.0x 2.7x 19.4x 12.8x 7% 11% 20% 23%

Recent Activity

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

Thomson Reuters (TSX:TRI) acquired REDI for an undisclosed sum. REDI delivers an end-to-end trade execution management system. Thompson Reuters plans to 9/22/16 incorporate REDI into Eikon in order to bolster Thomson Reuters’ buy-side capabilities.

Broadridge (NYSE:BR) acquired the technology assets of Inveshare for $135mm. Broadridge plans to use the technology to develop blockchain tools for its existing 9/19/16 proxy business. As part of the transaction, Broadridge will pay $95mm at closing and (Technology Assets) $40mm upon delivery of the blockchain application. Inveshare will also be granted a perpetual license to use the acquired technology assets.

McKay Brothers (Oakland, CA) received a minority investment from new investor IMC. McKay use the investment to further reduce latency along key routes, while 9/1/16 remaining committed to offering equal access to low latency services for all subscribers.

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 300

16x 260 5.0x 220 14x 180 4.0x EV / EBITDA EV / Revenue 12x 140

3.0x 10x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

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

S&P Global 33,754 36,935 7.0x 6.6x 16.7x 15.3x 5% 5% 42% 43% Thomson Reuters 31,092 39,694 3.3x 3.5x 15.3x 12.6x (3%) (7%) 21% 28% Moody's 21,201 22,809 6.5x 6.4x 14.4x 14.4x 5% 2% 46% 45% Experian 18,051 21,140 4.5x 4.6x 12.0x 13.3x (3%) (2%) 38% 35% Equifax 16,298 19,189 7.2x 6.1x 21.0x 17.3x 9% 18% 34% 35% Verisk Analytics 13,917 15,975 7.7x 8.0x 16.9x 15.9x 18% (3%) 46% 50% MSCI 8,133 9,309 8.7x 8.1x 19.3x 16.7x 8% 7% 45% 48% CoStar Group 7,026 6,897 9.7x 8.2x nm 27.7x 24% 18% 13% 30% FactSet Research Systems 6,593 6,640 6.4x 5.8x 17.9x 16.2x 10% 11% 36% 36% Dun & Bradstreet 5,000 6,370 3.9x 3.7x 14.9x 12.7x 3% 5% 26% 29% FICO 4,026 4,509 5.3x 5.1x 23.1x 21.8x 7% 4% 23% 23% CoreLogic 3,529 5,008 3.3x 2.6x 15.5x 10.2x 9% 25% 21% 26% Morningstar 3,432 3,261 4.1x 4.1x 12.8x 12.7x 4% 1% 32% 32% Trim Mean 12,260 14,071 5.9x 5.6x 16.5x 15.4x 7% 6% 33% 35% Median 8,133 9,309 6.4x 5.8x 16.1x 15.3x 7% 5% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LexisNexis, a subsidiary of RELX Group (LSE:REL), acquired Intelligize for an undisclosed sum. Intelligize provides a research and analytics platform with 9/21/16 compliance and regulatory information in order to analyze, benchmark and identify precedent, with a focus on SEC filings. The acquisition expands LexisNexis’ securities and M&A offerings with new content, innovative tools and analytics.

IRESS (ASX:IRE) acquired INET BFA for ZAR150mm ($10.6mm). INET BFA is a leading provider of African market data, analysis tools and financial data feeds to 9/21/16 investment managers, auditors, corporations and government institutions. The acquisition strengthens IRESS’ presence in South Africa.

NAV (San Mateo, CA) raised $25mm in a Series B funding round led by Experian and including existing investors. NAV provides a website and app giving free access to 9/19/16 personal and business credit reports, tools to help build business credit and a financing marketplace that estimates approval odds based on credit profiles.

Healthcare Information Software Systems

Public Market Data

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

7.0x 35x 200

6.0x 30x

150 5.0x 25x

4.0x 20x 100 EV / EBITDA EV / Revenue 3.0x 15x

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

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Cerner 21,244 21,198 4.9x 4.3x 17.6x 13.2x 31% 13% 28% 33% Veeva Systems 6,075 5,595 13.7x 10.6x 63.2x 36.3x 31% 29% 22% 29% athenahealth 4,953 5,113 5.5x 4.6x nm 21.7x 23% 19% 7% 21% Medidata 3,156 3,094 7.9x 6.7x nm 29.2x 17% 18% 10% 23% Allscripts 2,460 3,943 2.8x 2.5x 35.1x 13.6x 1% 14% 8% 18% CompuGroup Medical 2,285 2,661 4.3x 4.2x 25.8x 18.8x 5% 2% 17% 23% HealthEquity 2,258 2,108 16.6x 11.9x 60.7x 33.9x 44% 40% 27% 35% Inovalon 2,246 1,777 4.1x 3.8x 12.7x 13.3x 21% 8% 32% 28% The Advisory Board 1,815 2,370 3.1x 2.9x 23.1x 12.3x 34% 7% 13% 23% NantHeatlh 1,587 1,362 23.4x 10.6x nm na 72% 120% n na na Benefitfocus 1,176 1,183 6.4x 5.0x nm na 35% 27% na na Quality Systems 693 754 1.5x 1.5x 13.2x 8.6x 3% 2% 12% 18% Computer Programs & Systems 348 500 2.7x 1.8x 15.0x 8.6x (11%) 51% 18% 21% Trim Mean 2,609 2,724 6.5x 5.2x 27.2x 18.3x 22% 21% 17% 24% Median 2,258 2,370 4.9x 4.3x 23.1x 13.6x 23% 18% 17% 23% [1] Benefitfocus added to the index as of IPO 9/18/13, Veeva added on 10/16/13, and Imprivata added on 6/24/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced New Mountain Capital (New York, NY) and Eir Partners (New York, NY) acquired Convey Health Solutions for an undisclosed sum. Convey provides healthcare 10/6/16 technology and business process outsourcing solutions in areas of member enrollment and administration services for both government and private payors. Convey was backed by Comvest Partners. SHYFT Analytics (Waltham, MA) raised $12.5mm in Series B funding led by Medidata Solutions and McKesson Ventures. SHYFT aggregates EMR data and delivers 8/30/16 treatment outcomes to pharmaceutical companies. Prior to this round, SHYFT had raised approximately $19mm from Health Enterprise Partners and Milestone Ventures Patners, who also participated in the Series B round. ElationEMR (San Francisco, CA) raised $15mm in Series B funding led by Draper Fisher Jurvetson, with participation from angel investors. ElationEMR provides 8/4/16 electronic medical records for physicians and medical practices. The technology appears to be web-native and has rich connectivity and enhanced functionality, such as an electronic lab interface and intra-office messaging.

Information & Market Research

Public Market Data

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

4.0x 18x 200

180 3.5x 16x

160 3.0x 14x 140 EV / EBITDA EV / Revenue 2.5x 12x 120

2.0x 10x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

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

Reed Elsevier (RELX Group) 37,727 43,370 5.7x 4.9x 19.3x 14.1x 3% 16% 30% 35% Nielsen 19,458 27,331 4.4x 4.3x 18.2x 13.9x (2%) 3% 24% 31% Wolters Kluwer 12,569 14,625 3.1x 3.1x 11.9x 11.9x 15% 2% 26% 26% Pearson 7,600 8,143 1.5x 1.5x 9.4x 8.9x (2%) 1% 16% 16% Gartner 7,383 7,785 3.6x 3.2x 22.0x 16.6x 7% 13% 16% 19% Informa 5,733 7,046 4.7x 4.3x 15.2x 13.1x 7% 9% 31% 33% UBM 3,902 3,959 4.2x 3.9x 16.1x 13.4x 40% 6% 26% 29% Euromoney Institutional Investor 1,738 1,692 3.4x 3.4x 8.3x 13.0x (1%) (1%) 41% 26% comScore 1,209 1,095 3.0x 2.2x 29.5x 9.0x 12% 33% 10% 25% Forrester Research 706 576 1.8x 1.8x 17.8x 15.1x 1% 5% 10% 12% Trim Mean 7,449 8,959 3.5x 3.3x 16.3x 12.9x 5% 7% 22% 26% Median 6,558 7,415 3.5x 3.3x 17.0x 13.2x 5% 6% 25% 26%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Informa PLC (LSE:INF) acquired Penton Information Services for $1.6bn, valuing the company at an implied 4.2x LTM revenue and 11x LTM EBITDA. Penton 9/15/16 bolsters Informa’s Global Exhibitions Division, adding approximately 30 exhibitions, as well as expands Informa’s Business Intelligence Division by adding 100+ print and digital B2B insight products. Toluna (London, United Kingdom) acquired Crossense Interactive for an undisclosed sum. Crossense, a company from Nielsen’s innovation incubator, 9/7/16 provides customers with an understanding of connected consumer behavior from video and music consumption to ad exposure and e-commerce shopping across devices.

Vista Equity Partners (Austin, TX) acquired Regulatory DataCorp (“RDC”) for an undisclosed sum. RDC is a leading provider of counterparty risk and financial 9/6/16 regulatory compliance data and software solutions to financial institutions and technology companies.

Insurance Technology

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 40x 300

35x 2.5x 250 30x

2.0x 25x 200 1.5x 20x EV / EBITDA

EV / Revenue 15x 150 1.0x 10x

0.5x 5x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

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

Guidewire Software 4,451 3,822 9.7x 8.6x nm 48.8x 7% 12% 5% 18% Ebix 1,874 2,037 7.7x 7.0x 20.8x 18.4x 24% 10% 37% 38% CorVel 759 722 1.5x nm 11.3x nm 1% na 13% na Sapiens 635 548 3.0x 2.6x 19.2x 17.3x 18% 15% 15% 15% msg life 95 70 0.6x 0.6x 8.5x 5.9x 4% 3% 7% 10% Connecture 42 108 1.1x 1.3x 18.8x nm 13% (10%) 6% 1% Trim Mean 841 854 3.3x 3.6x 16.4x 17.8x 10% 8% 10% 14% Median 697 635 2.2x 2.6x 18.8x 17.8x 10% 10% 10% 15%

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

Recent Activity

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

Estify (Los Angeles, CA), raised $6.3mm in a Series A round led by Romulus Capital, with ff Venture Capital participating. Estify is a platform that automates integration of 9/26/16 estimate data between auto insurance companies and body shops. The company plans to use the funds to continue expanding operations.

Metromile (San Francisco, CA), raised $103mm in a Series D round from First Round Capital, Mitsui & Co., SV Angel, Mark Cuban and David Friedberg at a $284mm post- 9/21/16 money valuation. The company is a provider of pay-per-mile car insurance and this funding allows Metromile to accelerate its nationwide expansion and operate as an end-to-end insurance company.

FinanceFox (Berlin, Germany) raised $28mm in a Series A funding round co-led by Horizons Ventures and Target Global. The company plans to used to further expand 9/21/16 its produc, marketing and sales activities in Switzerland and Germany, as well as enter new markets including Austria in Q4 of 2016.

Payment Technology

Public Market Data

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

4.5x 18x 300

275 4.0x 16x 250 3.5x 14x 225

3.0x 12x 200

175 2.5x 10x EV / EBITDA EV / Revenue 150 2.0x 8x 125

1.5x 6x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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 CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Pay Pal 49,738 44,650 4.8x 4.1x 22.9x 16.2x 15% 17% 21% 25% FleetCor Technologies 16,426 18,674 11.0x 10.1x 22.1x 19.1x 42% 8% 50% 53% Global Payments 11,888 15,885 5.6x 5.8x 25.8x nm 6% (4%) 22% na Vantiv 11,100 14,248 8.5x 7.6x 20.0x 15.8x 19% 12% 43% 48% Western Union 10,264 12,311 2.2x 2.3x 8.9x 9.1x (2%) (1%) 25% 25% Total System Services 8,704 11,794 4.2x 2.8x 17.7x 11.6x 14% 52% 24% 24% Wirecard 6,206 5,355 6.2x 4.8x 22.9x 16.2x 28% 27% 27% 30% Euronet Worldw ide 4,462 4,338 2.4x 2.2x 15.8x 12.3x 6% 11% 16% 18% WEX 4,200 5,153 6.0x 5.2x 17.3x 14.0x 27% 17% 35% 37% Blackhaw k Netw ork Holdings 1,680 1,960 1.1x 1.0x 12.2x 9.5x 25% 8% 9% 11% EV ERTEC 1,259 1,871 5.0x 4.8x 12.6x 10.1x 3% 3% 40% 48% PayPoint 857 757 2.9x 3.0x 11.3x 10.6x (1%) (3%) 26% 28% Cass Information Systems 641 367 3.0x nm 10.4x nm 2% na 29% na Moneygram International 469 1,443 1.0x 0.9x 8.7x 5.5x (1%) 7% 12% 17% SafeCharge 413 285 2.9x 2.7x 10.0x 8.3x 30% 6% 29% 32%

Trim Mean 6,012 7,243 4.2x 3.9x 15.7x 12.2x 13% 9% 27% 30% Median 4,462 5,153 4.2x 3.5x 15.8x 11.6x 14% 8% 26% 28% [1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Parthenon Capital Partners (Boston, MA) acquired a majority ownership stake in BillingTree for an undisclosed sum. BillingTree is a leading provider of omni-channel, 10/4/16 integrated payments solutions to the healthcare, ARM and financial services industries. Marlin & Associates acted as exclusive strategic and financial advisor to BillingTree. Click here to read our press release.

Payroc (Chicago, IL) acquired the assets of iTransact for an undisclosed sum. iTransact processes over $1bn of payment volumes each year and offers a 9/15/16 proprietary, integrated, gateway. Marlin & Associates acted as exclusive strategic and financial advisor to iTransact. Click here to read our announcement.

PayU (Hoofddorp, Netherlands) acquired Citrus Payment Solutions for $130mm. Citrus Payment Solutions is a leading provider of payment technology in India, and 9/14/16 PayU’s business in India is expected to grow to 150mm transactions and over $4bn of annual processing value in 2016.

Securities Exchanges

Public Market Data

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

10.0x 16x 200

9.0x 14x 175

8.0x 12x 150 7.0x EV / EBITDA EV / Revenue 10x 125 6.0x

100 5.0x 8x Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

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

CME Group 35,402 36,391 10.9x 10.2x 16.3x 14.7x 7% 7% 67% 69% IntercontinentalExchange (ICE) 32,323 38,510 11.5x 8.7x 18.1x 14.1x 8% 32% 64% 62% Hong Kong Exchange 31,887 30,559 18.4x 20.9x 25.9x 29.5x 31% (12%) 71% 71% Deutsche Börse Group 14,369 15,668 5.1x 5.8x 12.6x 10.6x 16% (13%) 41% 55% London Stock Exchange (LSE) 11,915 12,530 5.8x 6.6x 16.9x 13.6x 38% (13%) 34% 49% The Nasdaq OMX Group 11,361 14,530 7.7x 6.4x 13.2x 12.8x 13% 20% 58% 50% BM&F Bovespa 9,359 9,332 13.5x 12.9x 20.6x 19.0x 9% 5% 65% 68% Australian Exchange (ASX) 7,033 6,294 11.6x 11.1x 14.6x 14.4x 9% 5% 80% 77% Singapore Exchange (SGX) 5,773 5,136 8.5x 8.8x 15.8x 15.5x 18% (3%) 54% 57% CBOE 5,275 5,223 8.2x 8.1x 14.3x 14.4x 3% 2% 58% 56% TMX Group 2,481 3,080 5.3x 5.5x 10.6x 11.0x (4%) (3%) 50% 50% Trim Mean 14,366 15,074 9.2x 8.7x 15.8x 14.4x 13% 1% 59% 60% Median 11,361 12,530 8.5x 8.7x 15.8x 14.4x 9% 2% 58% 57%

Recent Activity

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

IG Group (LSE:IGG) acquired DailyFX from Forex Capital Markets for $40mm. IG 9/26/16 Group aims to boost customer count with the acquisition.

CBOE Holdings (Nasdaq:CBOE) acquired BATS Global Markets (BATS:BATS) for $3.2bn, at 1.9x LTM Revenue and 13.1x LTM EBITDA. CBOE expects the acquisition 9/26/16 to enhance the trading experience by streamlining access for customers and allowing CBOE to provide greater scale, while increasing operational and cost efficiencies.

Singapore Exchange (SGX:S68) acquired The Baltic Exchange for $114mm. 8/22/16 Singapore Exchange hopes to further establish Singapore as an ideal location for trading and settlement of shipping contracts.

Security Software

Public Market Data

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

8.0x 40x 340

300 7.0x 35x 260 6.0x 30x 220

5.0x 25x 180 EV / EBITDA EV / Revenue 4.0x 20x 140

3.0x 15x 100 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Symantec 15,562 12,648 2.0x 2.0x 12.5x 12.5x 32% 32% 16% 16% Palo Alto Netw orks 14,164 13,387 11.6x 8.4x na 40.0x 56% 38% na 21% Check Point Softw are 13,567 12,241 7.5x 7.1x 14.4x 12.9x 9% 6% 52% 55% F5 Netw orks 8,380 7,569 3.9x 3.8x 12.7x 9.6x 9% 4% 31% 39% Fortinet 6,355 5,370 5.3x 4.3x nm 25.5x 31% 25% 6% 17% Proofpoint 3,152 3,101 11.7x 8.5x na nm 36% 37% na 7% Fir eEy e 2,387 2,193 3.5x 3.0x na na 46% 16% na na CyberArk 1,774 1,537 9.6x 7.2x 43.8x 28.0x 56% 32% 22% 26% Imperva 1,727 1,472 6.3x 5.9x na na 43% 7% na na Barracuda Netw orks 1,359 1,183 3.8x 3.4x nm 15.4x 16% 12% 1% 22% AVG Technologies 1,287 1,409 3.3x 3.2x 10.8x 9.4x 14% 2% 30% 34% mimec as t 1,103 1,000 7.4x 6.1x nm nm na 21% 10% 4% VASCO Data Security 700 565 2.3x 2.7x 10.3x 17.0x 20% (13%) 23% 16% Axw ay Softw are 653 646 2.1x 1.9x 12.4x 11.6x 9% 9% 17% 16% Radw are 604 382 1.8x 1.9x 12.4x 22.4x (2%) (9%) 14% 9% Zix 223 202 3.7x 3.4x 20.0x 12.6x 9% 10% 18% 27% Absolute Softw are 220 185 2.0x 2.1x 11.0x 20.5x (1%) (4%) 18% 10%

Trim Mean 3,829 3,435 5.0x 4.3x 13.3x 17.1x 23% 13% 19% 20% Median 1,727 1,472 n 3.8x 3.4x 12.5x 15.4x 18% 10% 18% 17%

Recent Activity

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

Oracle (NYSE: ORCL) acquired Palerra, a Cloud Access Security Broker (CASB) solutions provider. Palerra’s product LORIC protects and assures compliance of 9/18/16 applications, workloads and sensitive data stored across cloud services. LORIC extends Oracle Identity Cloud Service solutions and helps accelerate cloud adoption.

Intel (Nasdaq: INTC) spun out its cybersecurity division formerly known as McAffee, and sold a majority stake in it to TPG for $3.1bn in cash, valuing the entire company 9/7/16 at $4.2bn or an implied 1.9x revenue. Intel, which bought McAffee in 2011 for $7.7bn will retain a 49% stake in the business.

LogRhythm (Boulder, CO) raised $50mm led by existing investor Riverwood Capital and included participation from 17 other existing and new investors. LogRhythm had 8/18/16 contemplated a $1bn+ IPO more than a year ago. This brings the total funding for the company to about $120mm.

Technology-Enabled Financial Institutions

Public Market Data

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

5.0x 22x 220

4.0x 18x 180

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

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

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

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

Charles Schw ab 41,936 6.7x 5.6x 19.0x nm 10% 5% 35% 35% TD Ameritrade 17,451 5.5x 5.2x 13.7x 11.0x 11% 1% 41% 40% E*TRA DE 7,333 4.0x 3.8x 12.2x 8.5x 12% 4% 29% 33% MarketAxess 6,362 21.0x 17.3x 43.0x 31.1x 10% 16% 45% 49% IG Group 4,305 8.0x 7.3x 21.1x 15.5x 2% 3% 46% 38% BGC Partners 3,835 1.5x 1.5x nm 8.0x 3% 43% na na ICA P 3,784 nm 2.5x nm 13.1x (10%) na 13% na Interactive Brokers Group 2,385 1.7x 1.5x 4.0x 2.2x 5% 13% 42% 43% LendingClub 2,071 4.8x 4.4x nm nm 115% 104% na na Tullett Prebon 1,180 1.2x 1.2x 10.4x 6.5x (13%) 13% 13% 12% Monex Group 680 1.4x 1.6x 9.9x nm (15%) 16% 12% 14% Investment Technology Group 510 0.8x 1.1x 4.2x 20.5x 6% 14% 12% 19% FXCM 474 2.2x 2.2x 11.4x 9.9x (4%) (38%) 6% 19% On Deck Capital 448 2.5x 1.6x nm nm 141% 99% na na BinckBank 357 1.7x 2.2x 8.2x nm (6%) 1% 19% 20% GAIN Capital 313 0.7x 0.8x 7.6x 4.2x 34% 17% 15% 10% Trim Mean 3,655 3.2x 3.0x 11.8x 10.8x 12% 19% 25% 27% Median 2,228 2.2x 2.2x 10.9x 9.9x 5% 13% 19% 27%

Recent Activity

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

CBOE Holdings (NASDAQ: CBOE) acquired Bats Global Markets in a cash and stock 9/26/16 transaction valued at approximately $32.50 per Bats share, or a total of approximately $3.2 bn. The transaction is expected to be accretive to CBOE Holdings adjusted EPS.

Broadridge Financial Solutions (NYSE:BR) acquired the technology assets of 9/19/16 Inveshare for $135mm. The acquisition is expected to accelerate Broadridge’s ability to adapt distributed ledger technology capabilities to its proxy services.

Reynolds & Reynolds (Dayton, OH) acquired Wolters Kluwer‘s Indirect Loan Origination Solutions and AppOne Software Platform approx. $36mm (32mm EUR). 9/8/16 AppOne& Indirect Loan These groups primarily serve automotive, marine, powersports and recreational Origination Solutions vehicle dealers across the U.S. to facilitate interaction with lenders.

Technology-Enabled Healthcare Services

Public Market Data

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

4.5x 24x 200

3.5x 18x 150

2.5x

12x 100 EV / EBITDA EV / Revenue 1.5x

0.5x 6x 50 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16 Oct-11 Oct-12 Oct-13 Oct-14 Oct-15 Oct-16

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

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

McKesson 38,019 43,052 0.2x 0.2x 10.0x 8.3x 10% 5% 2% 3% Cotiviti 3,024 3,786 7.0x 6.2x 18.9x 15.8x 23% 13% 37% 39% WebMD 2,582 2,606 4.1x 3.7x 17.8x 11.3x 10% 11% 23% 33% Press Ganey 2,160 2,296 7.2x 6.2x nm 16.2x 13% 15% 9% 38% HMS Holdings 1,874 1,884 4.0x 3.8x 20.9x 15.3x 7% 5% 19% 25%

Evolent Health 1,480 1,574 16.3x 6.7x nm n/a na 143% na n/a

Healthways 985 1,208 1.6x 2.4x 36.5x 12.1x 4% (34%) 4% 19% HealthStream 885 746 3.6x 3.3x 29.5x 21.5x 22% 10% 12% 15% MINDBODY 781 708 7.0x 5.1x nm n/a 45% 36% na n/a Emis 725 728 3.8x 3.7x 14.6x 10.8x 13% 4% 26% 34% Teladoc 709 628 8.1x 5.1x nm n/a 78% 58% na n/a Vocera Communication 450 332 3.2x 2.8x nm n/a 9% 15% na 3% Castlight Health 415 289 3.8x 2.9x nm n/a 65% 33% na n/a Everyday Health 256 342 1.5x 1.3x 14.2x 7.5x 26% 11% 10% 18% Accretive Health 243 184 1.6x 0.9x nm n/a (44%) 79% na n/a Craneware 171 122 2.6x 2.3x 8.6x 7.2x 8% 16% 30% 31% Trim Mean 1,416 1,448 4.2x 3.5x 18.0x 12.2x 19% 22% 19% 25% Median 885 746 3.8x 3.5x 17.8x 11.7x 13% 15% 19% 28%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Zillion Group (Norwalk, CT) raised $28mm in Series C financing led by TwinFocus Capital Partners. Zillion provides a SaaS-based healthcare technology platform that specializes in patient engagement and video consultation. Zillon recently announced 8/30/16 partnerships with UnitedHealth and Apollo Endosurgery, both of which plan to leverage the platform to provide education sessions, group discussions and live coaching. ClearCare (San Francisco, CA) raised $60mm led by Battery Ventures. ClearCare provides a software platform for home care agencies to attract and retain customers, 8/24/16 schedule and deliver care and optimize back office functions. To date, ClearCare had received financial backing from McKesson Ventures, Bessemer Venture Partners Cambia Health Solutions, QUALCOMM Ventures and others. EQT (Stockholm, Sweden) acquired Press Ganey for $40.50/share in cash, or approximately $2.35 billion, valuing the company at an implied 6.9x LTM revenue and 8/9/16 22.7x LTM EBITDA. Press Ganey provides patient experience and healthcare provider measurement, analytics and advisory solutions for healthcare organizations. Press Ganey went public in May 2015 at $25/share.

MERGER AND ACQUISITION TRANSACTIONS

(1) Software and Services Transaction Activity 400 40.0

350 35.0

300 30.0

250 25.0

200 20.0

150 15.0

100 10.0 Aggregate ($bn)Value Number of Transactions

50 5.0

0 0.0 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2013 2014 2015 2016 Number of Transactions Aggregate Value

(1) Software and Services Transaction Multiples

30x 6x

25x 5x

20x 4x

15x 3x EV / EBITDA EV / Revenue EV 10x 2x

5x 1x

0x 0x Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 2013 2014 2015 2016

(1) EV / EBITDA EV / Revenue 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

We chose the Marlin team because they best understood our business and its fit in the overall market. Their consultative, strategic, hands-on approach guided us through a complex process and helped us avoid mistakes we undoubtedly would have made without their guidance and experience.”

Perry Harris President, Varden Technologies

Brentwood, TN New York, NY San Mateo, CA

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

a portfolio company of Palo Alto, CA Tokyo, Japan Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive exclusive strategic and financial strategic and financial advisor to strategic and financial advisor to Alacra, Inc. advisor to Xignite. Agilum Healthcare Intelligence.

Campbell, CA Boston, MA New York, NY

received an investment from has been acquired by has invested in

Windsor, CT Dublin, Ireland

Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive Marlin & Associates acted as strategic and strategic and financial advisor strategic and financial advisor financial advisor to Aquiline Capital Partners. to Trunomi. to Varden Technologies Inc.

Note: Not a complete list 19 OCTOBER 2016

PEER AND INDUSTRY GROUP RECOGNITION

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

Ken Marlin Founder and Managing Partner

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

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

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

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

20 OCTOBER 2016 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

• 12+ 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

• 10+ years on Wall Street • 25+ years of investment banking/ • Winner of M&A Advisor’s 2016 Emerging strategic consulting Leaders Award • Co-founder of MarketResearch.com • Previously with Scotia Capital and J.P. • Advisor at Dun & Bradstreet, R.R. Morgan • Donnelly & Sons, and BDM • BS from Villanova University • Executive positions in Washington • CFA Charterholder • Post’s Legislate subsidiary and Thomson Finacials’ legal research business • National Defense Education Fellow at New York University’s Graduate Jeffrey Trongone School of Public Administration George Beckerman

Note: Not a complete list 21 New York | San Francisco | Washington, D.C. | Toronto