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

November 2015

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

New York

San Francisco

Washington, D.C.

Toronto

The past 30 days probably haven’t been a lot more surreal than the 30 days prior – it’s just that the recent Presidential debates have made me focus on the macro headlines more. The global environment is still in turmoil: Europe is still looking for solutions to a stagnant economy, an aggressive Russia, and 6 million desperate refugees. Brazil is still mired in corruption, Abenomics doesn’t yet seem to working in Japan, China’s growth is slowing but not their pollution or their global ambitions, and killings by ISIS now outnumber those by al-Qaeda, but not yet Assad. Same old same old.

Meanwhile in the U.S., Republicans and Democrats are in a constant squabble over a pipeline that may create 35 permanent jobs; how to close the prison at Guantanamo that no one wants; how many more years we should have boots on the ground in Afghanistan; and how many more boots we should send to Iraq and Syria. We argue about the merits of taking health insurance away from 15 million people; and how much to subsidize industries that are some politicians’ flavors of the month (Oil or Solar? Hedge Funds or Healthcare?); we question if we should arm our elementary school teachers (really!). Some expect Mexico to pay for a 1,000 mile wall to keep would-be immigrants out; others want to increase taxes on everyone who earns enough money to buy a bicycle.

Meanwhile, in classic fashion, equity markets are strong, interest rates remain at historically low levels, and buyers and sellers want to transact. It’s business as usual. So we chase deals. It’s surreal.

The trends are generally positive in the dozen plus sectors that we follow and sometimes lead. M&A values and volume remain strong. Some of the more interesting transactions this month include:

• Intercontinental Exchange (NYSE:ICE) agreed to acquire Interactive Data for $5.2bn, valuing the company at an implied 5.5x LTM revenue and 13.8x LTM EBITDA; The global environment is still in • SilverLake and Thoma Bravo agreed to acquire SolarWinds turmoil: Europe is still looking for (NYSE:SWI) for $4.5bn; • Pamplona Capital Management agreed to acquire MedAssets solutions to a stagnant economy; an (NasdaqGS:MDAS) for $31.35 per share or approximately $2.7bn, valuing the company at an implied 3.5x LTM revenue aggressive Russia; and 6 million and 12.4x LTM EBITDA; refugees. China’s growth is slowing • WEX (NYSE:WEX) agreed to acquire Electronic Funds Source LLC for $1.5bn; but not their pollution or their global • Cisco Systems (NasdaqGS:CSCO) agreed to acquire Lancope ambitions and American politicians for $453mm; • Thales e-Security agreed to acquire Vormetric for $400mm, are in a constant squabble. valuing the company at an implied 5.3x LTM revenue; Meanwhile equity markets are strong, • Deluxe Corporation (NYSE:DLX) agreed to acquire Datamyx for $160mm; interest rates are low and buyers and • Alteryx raised $85mm in a funding round co-led by ICONIQ sellers want to transact. So we chase Capital and existing investor Insight Venture Partners; • Early Warning agreed to acquire clearXchange for an deals. It’s surreal. undisclosed sum.

Sincerely,

Kenneth B. Marlin www.MarlinLLC.com

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

NOVEMBER 2015

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 10/30/15. 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. NOVEMBER 2015 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2014 Revenue

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

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

Enterprise Value / 2014 EBITDA

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

0x 10x 20x 30x 40x

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

Public Market Data

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

6.5x 325 35x

5.5x 29x 275

4.5x 23x 225

3.5x 17x 175

EV / EBITDAEV EV / EVRevenue 2.5x 11x 125

1.5x 5x 75 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue (USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Oracle 171,450 158,011 4.1x 4.2x 9.3x 9.1x 3% (3%) 44% 46% SAP 93,946 100,218 5.2x 4.4x 15.1x 12.8x 4% 17% 34% 35% Intuit 27,075 25,878 5.6x 5.9x 18.5x 18.6x 11% (4%) 31% 32% CA Technologies 12,101 11,439 2.6x 2.8x 8.3x 7.2x (0%) (9%) 31% 40% Amdocs 9,436 8,034 2.2x 2.2x 11.8x 10.7x 7% 3% 19% 20% Constellation Softw are 9,412 9,616 5.8x 5.3x 39.3x 21.2x 38% 9% 15% 25% Manhattan Associates 5,382 5,262 10.7x 9.5x 39.4x 29.0x 19% 13% 27% 33% SolarWinds 4,314 4,210 9.8x 8.3x 30.8x 20.9x 28% 18% 32% 40% NICE Systems 3,768 3,336 3.3x 3.6x 17.6x 13.4x 7% (8%) 19% 27% Paycom Softw are 2,270 2,254 14.9x 10.6x na 49.3x 40% 41% 15% 22% Softw are AG 2,221 2,224 2.4x 2.3x 9.3x 7.7x (12%) 1% 25% 30% Zendesk 1,695 1,409 11.1x 7.0x na na 76% 58% n/a n/a Paylocity 1,684 1,602 12.5x 9.2x na na 41% 36% n/a 4% SciQuest 285 149 1.5x 1.4x 29.0x 7.6x 13% 3% 5% 19% Trim Mean 14,442 14,623 6.3x 5.4x 20.1x 15.1x 18% 10% 25% 29% Median 4,848 4,736 5.4x 4.9x 17.6x 13.1x 12% 6% 26% 30%

Recent Activity

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

HCL Technologies (NSEI:HCLTECH) acquires PowerObjects for $46mm in cash. 10/29/15 PowerObjects is a leading provider of Microsoft Dynamics customer relationship solutions. HCL plans to bolster its global applications business with the acquisition.

Silver Lake (Chicago, IL) and Thoma Bravo (Menlo Park, CA) agree to acquire SolarWinds for $4.5bn in cash. As a private company, SolarWinds plans to have 10/21/15 optimal operating flexibility to execute on its long-term strategy of providing superior products for IT and Dev Ops Pros globally.

Amazon (NASDAQ:AMZN) acquires Elemental Technologies for approximately 9/3/15 $500mm in cash. Elemental’s technology will be incorporated into Amazon’s Web Services unit in its cloud infrastructure, servicing mobile videos.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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. NOVEMBER 2015 B2B E-commerce & Marketing Technologies

Public Market Data

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

13.0x 65x 240

11.0x 55x 200

9.0x 45x 160

7.0x 35x EV / EBITDAEV EV / Revenue EV 120 5.0x 25x

3.0x 15x 80 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

NetSuite 6,758 6,668 12.0x 9.0x na nm 34% 33% na 7% Mercadolibre 4,344 4,294 7.7x 6.8x 23.0x 23.8x 18% 14% 34% 28% Shopify 2,436 2,237 21.3x 12.2x na na 109% 74% na na Demandw are 2,044 1,861 11.6x 7.9x na nm 51% 46% na 8% Focus Technology 1,477 1,368 17.0x 12.2x nm nm (0%) 39% 4% 17% Marketo 1,261 1,155 7.7x 5.5x na na 56% 40% na na Constant Contact 869 688 2.1x 1.9x 18.5x 9.3x 16% 12% 11% 20% QuinStreet 248 202 0.7x 0.7x na 16.0x (8%) 7% na 4% ChannelAdvisor 219 162 1.9x 1.7x na na 25% 14% na na Mediagrif Interactive 198 216 4.0x 4.0x 12.0x 10.0x 11% 1% 34% 40% Trim Mean 1,612 1,503 8.0x 6.1x 18.5x 13.0x 26% 26% 22% 16% Median 1,369 1,262 7.7x 6.1x 18.5x 13.0x 21% 24% 22% 17%

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

Recent Activity

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

Elastic Path Software (British Columbia, Canada) raises CAD 10mm (~$7.6mm) led by existing investor Yaletown Venture Partners. The company plans to use the 10/29/15 proceeds to grow its SaaS revenue, deepen investment in partner channels, and continue driving technology innovation for its recently patented commerce platform.

Origami Logic (Menlo Park, CA) raises $25mm in a Series C round led by Next World Capital. The company plans to use the investment to aggressively expand its market 8/19/15 leadership and plans to more than double the number of employees in the next year, with a focus on growing existing engineering, sales and marketing teams.

PayPal (San Jose, CA) acquires modest for an undisclosed sum. For merchants, this means PayPal will be able to offer a complete commerce solution (payments and 8/19/15 order management) to help them add contextual commerce channels to the ways that they sell to their customers. Modest will become part of PayPal’s subsidiary Braintree.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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 05 above. NOVEMBER 2015 Banking Software & Processors

Public Market Data

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

5.0x 20x 270

4.0x 16x 210

3.0x 12x 150

EV / EBITDAEV EV / Revenue EV

2.0x 8x 90 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Fiserv 22,873 26,779 5.3x 5.1x 17.8x 14.9x 5% 4% 30% 34% FIS 20,695 25,299 3.9x 3.9x 15.5x 12.8x 6% 2% 26% 30% Jack Henry & Associates 6,271 6,176 5.1x 4.8x 15.0x 13.7x 8% 6% 34% 35% Oracle Financial Services 4,998 4,405 7.5x 6.7x 19.0x 16.0x 3% 13% 40% 41% Temenos 3,198 3,615 7.7x 6.7x 29.2x 19.1x 0% 15% 26% 35% ACI Worldw ide 2,840 3,625 3.6x 3.5x 17.4x 13.1x 17% 3% 21% 26% Ellie Mae 2,263 2,154 13.3x 8.6x 68.4x 32.7x 26% 55% 19% 26% Bottomline Technologies 1,052 1,086 3.4x 3.2x 26.6x 14.9x 20% 4% 13% 22% Q2 Holdings 918 800 10.1x 7.4x nm nm 39% 36% na na Polaris Consulting & Services 298 298 1.0x 1.0x 12.2x 7.5x (15%) 1% 8% 13% Sw ord Group 245 207 1.6x 1.4x 11.1x 8.9x 10% 16% 14% 16% Microgen 117 116 2.5x 2.4x 10.3x 9.1x (0%) 6% 24% 26% Gresham Computing 115 109 5.5x 4.7x nm 25.2x (9%) 16% 6% 19% Trim Mean 3,899 4,344 5.1x 4.5x 18.2x 14.8x 8% 11% 21% 27% Median 2,263 2,154 5.1x 4.7x 17.4x 14.3x 6% 6% 23% 26% [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

Early Warning (Scottsdale, AZ) agrees to acquire clearXchange for an undisclosed sum. Both companies are owned by consortiums of banks including Bank of America, 10/26/15 BB&T, Capital One, JPMorgan Chase, and Wells Fargo. As part of the transaction, U.S. Bank and PNC are expected to acquire ownership stakes in Early Warning.

The Core Banking Group (Old Amersham, United Kingdom) acquires Verisim for an 10/16/15 undisclosed sum. Verisim’s e-simulation offering will enhance The Core Banking Group’s Application Lifecycle Management portfolio.

Ellie Mae (NYSE:ELLI) agrees to acquire Mortgage Returns for an undisclosed sum. The acquisition will give Ellie Mae robust CRM and marketing automation capabilities 10/14/15 to help meet the company’s goal of automating the entire mortgage process. The transaction is expected to close in Q4 2015.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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 06 above. NOVEMBER 2015 Business Intelligence Software

Public Market Data

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

10.0x 64x 200

56x 8.0x 48x 160 40x 6.0x 32x 120

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

2.0x 8x 80 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Splunk 7,208 6,352 14.1x 10.0x na nm 49% 40% na 6% Tableau Softw are 6,027 5,297 12.8x 8.4x nm 69.9x 78% 53% 5% 12% Open Text 5,690 6,568 3.5x 3.6x 11.8x 10.7x 35% (2%) 30% 34% Verint Systems 2,957 3,342 3.0x 2.8x 20.9x 11.0x 24% 7% 14% 25% Qlik Technologies 2,918 2,596 4.7x 4.2x nm 45.1x 18% 11% 1% 9% Microstrategy 1,994 1,537 2.7x 2.9x 38.5x 9.9x 1% (9%) 7% 29% Hortonw orks 810 668 14.5x 5.7x na na 72% 155% na na Trim Mean 3,917 3,825 7.6x 5.0x 20.9x 22.3x 40% 22% 9% 19% Median 2,957 3,342 4.7x 4.2x 20.9x 11.0x 35% 11% 7% 19% [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 Alteryx (Irvine, CA) raises $85mm in its third funding round co-led by ICONIQ Capital and existing investor Insight Venture Partners. The valuation for the round 10/20/15 approached $1bn. Alteryx plans to use the capital to expand internationally, invest in research and development and increase its sales and marketing efforts in Western Europe. Alteryx intends to increase its employee base by two thirds next year.

Pyramid Analytics (Amsterdam, Netherlands) raises $30mm in Series B round led by Viola Private Equity and included Sequoia Capital. The new financing will allow them 10/20/15 to expand their operations in every department, particularly by adding another 30 staff to their R&D center in Israel.

Zendesk (NYSE:ZEN) acquires BIME Analytics for $45mm. This is a significant acquisition for Zendesk as the publicly traded company reported $130 million in 10/13/15 revenue last year. The French startup provides dozens of data connectors in order to aggregate data from multiple sources.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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. NOVEMBER 2015 Capital Markets Software & Services

Public Market Data

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

4.5x 20x 230

4.0x 18x 200

3.5x 16x 170

3.0x 14x 140

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

2.0x 10x 80 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Broadridge 7,305 7,670 2.9x 2.8x 14.9x 13.2x 5% 6% 20% 21% SS&C Technologies 7,170 6,906 9.0x 6.6x 23.1x 15.5x 8% 36% 39% 42% Markit 5,819 6,268 5.9x 5.7x 15.1x 12.9x 12% 4% 39% 44% DST 4,422 4,719 2.3x 2.1x 11.1x 10.8x 4% 9% 21% 20% Computershare 4,297 5,492 2.8x 3.0x 11.6x 10.2x (1%) (8%) 24% 29% SimCorp 2,011 1,985 7.5x 6.4x 28.8x 22.6x 7% 16% 26% 28% Fidessa group 1,167 1,072 2.5x 2.4x 13.9x 11.8x (1%) 6% 18% 20% Envestnet 1,124 1,074 3.1x 2.6x 27.5x 14.5x 44% 19% 11% 18% IRESS 1,067 1,158 4.9x 4.6x 18.5x 15.2x 31% 7% 27% 30% First Derivatives 543 567 4.7x 3.6x 38.0x 18.0x 17% 29% 12% 20% Linedata Services 255 285 1.6x 1.5x 7.1x 6.1x (1%) 8% 23% 25% Brady 102 93 1.9x 1.8x 14.2x 9.3x 6% 7% 14% 19% StatPro Group 81 78 1.6x 1.6x 11.6x 12.1x (1%) (2%) 14% 13% Cinnober 47 43 1.4x 1.3x na 46.2x (7%) 6% na 3% Lombard Risk Management 44 40 1.2x 1.1x 6.1x 5.1x 19% 5% 19% 22% Trim Mean 2,162 2,288 3.3x 3.0x 16.5x 13.2x 8% 9% 21% 24% Median 1,124 1,074 2.8x 2.6x 14.5x 12.9x 6% 7% 20% 21%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced TruMid (New York, NY) raises $25mm in a round led by venture capitalist Peter Thiel and billionaire George Soros. The investment values TruMid at more than $100mm Peter Thiel 10/28/15 according to people familiar with the deal. TruMid provides bond market liquidity by George Soros running what it calls “swarms”, or brief sessions for asset managers and dealer banks to come together and buy or sell a particular bond. NASDAQ (NASDAQ:NDAQ) acquires SecondMarket for an undisclosed sum. The combined group will facilitate the exchange of shares for private companies including 10/22/15 DocuSign, Pinterest, Shazam and Tango. The trading of private company shares creates less pressure for companies to complete an IPO or sale when the insiders have access to cash. Morningstar (NASDAQ:MORN) agrees to acquire Total Rebalance Expert for an undisclosed sum. Total Rebalance Expert is an automated, tax-efficient investment 10/8/15 portfolio rebalancing platform that more than 500 financial advisors from 175 firms rely on to rebalance $20bn+ in client assets. Total Rebalance Expert will add tax-aware rebalancing to Morningstar’s suite of offerings.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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. NOVEMBER 2015 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 280

240 16x 5.0x 200 14x 160

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

3.0x 10x 80 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Thomson Reuters 32,025 40,315 3.2x 3.3x 14.8x 11.8x (1%) (3%) 22% 28% McGraw Hill Financial 25,420 28,278 5.6x 5.3x 14.5x 12.7x 7% 6% 39% 41% Moody's 19,472 20,656 6.2x 5.9x 13.4x 12.9x 12% 5% 46% 46% Experian 16,906 20,179 4.1x 4.3x 11.0x 11.2x 1% (4%) 37% 38% Equifax 12,852 14,116 5.8x 5.3x 16.6x 15.3x 6% 9% 35% 35% Verisk Analytics 12,329 15,355 8.8x 7.4x 19.4x 15.5x 9% 18% 45% 48% FactSet Research Systems 7,354 7,207 7.7x 7.0x 21.1x 19.0x 8% 10% 36% 37% MSCI 7,332 7,918 7.9x 7.4x 19.2x 16.6x 9% 8% 41% 45% CoStar Group 6,494 6,489 11.3x 9.1x 42.0x 53.1x 31% 23% 27% 17% Dun & Bradstreet 4,145 5,804 3.5x 3.5x 12.4x 11.7x 2% (0%) 28% 30% Morningstar 3,637 3,375 4.4x 4.3x 15.3x 13.2x 9% 4% 29% 32% CoreLogic 3,514 4,658 3.3x 3.1x 16.1x 11.1x 0% 7% 21% 28% FICO 2,989 3,553 4.5x 4.2x 19.2x 16.8x 8% 7% 23% 25% Veda Group 1,586 1,705 7.5x 6.6x 22.4x 15.5x 11% 13% 33% 43% Trim Mean 10,204 11,466 5.8x 5.4x 17.1x 14.3x 7% 7% 33% 36% Median 7,343 7,562 5.7x 5.3x 16.3x 14.3x 8% 7% 34% 36%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Intercontinental Exchange (NYSE:ICE) agrees to acquire Interactive Data for $5.2bn, valuing the company at an implied 5.5x LTM revenue and 13.8x LTM EBITDA. Adding 10/26/15 IDC’s bond pricing data to ICE’s clearing and trading credit-default swaps business should allow ICE to offer clients extensive tools for pricing over-the-counter products that are often difficult to value. See our blog.

Deluxe Corporation (NYSE:DLX) acquires Datamyx for $160mm. Datamyx’s ability to transform data into actionable marketing information as well as its analytics and 10/16/15 modeling capabilities, enable Deluxe to provide a robust marketing offering through its Financial Services segment.

LDC, a subsidiary of Lloyds Banking Group (LSE:LLOY), backs the management buyout of PEI Media Group for an undisclosed sum. PEI plans to accelerate 9/29/15 investment in product development, enhance its subscription offering and extend the reach of its existing portfolio across the Asian, European and US markets.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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 09 above. NOVEMBER 2015 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 220

6.0x 30x 180

5.0x 25x 140

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

2.0x 10x 60 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Cerner 23,364 23,429 7.1x 5.2x 24.4x 16.0x na 17% 37% 29% 32% athenahealth 6,027 6,209 8.3x 6.7x nm 34.3x na 26% 23% 8% 20% Veeva Systems 3,675 3,237 10.3x 8.1x 44.3x 27.6x na 49% 28% 23% 29% Inovalon 3,487 2,981 8.2x 6.8x 22.9x 18.7x na 22% 21% 36% 36% Allscripts 2,553 3,147 2.3x 2.2x 55.3x 13.0x na 0% 2% 4% 17% Medidata 2,438 2,400 7.2x 6.0x 66.1x 26.3x na 21% 19% 11% 23% HealthEquity 1,928 1,778 20.2x 14.2x nm 47.0x na 42% 42% 26% 30% The Advisory Board 1,881 2,390 4.1x 3.1x 47.9x 14.0x na 16% 33% 9% 22% CompuGroup Medical 1,497 1,882 3.3x 3.1x 24.9x 14.1x na 12% 5% 13% 22% Benefitfocus 915 867 6.3x 4.9x nm na na 31% 28% na na Quality Systems 860 749 1.6x 1.5x 17.4x 10.1x na 8% 5% 9% 15% Computer Programs & Systems 422 383 1.9x 2.1x 7.2x 11.3x na 2% (10%) 26% 18% Imprivata 263 212 2.2x 1.7x nm na na 36% 26% na na Trim Mean 2,335 2,366 5.6x 4.5x 33.9x 19.5x 21% 21% 17% 24% Median 1,928 2,390 6.3x 4.9x 24.9x 16.0x 21% 23% 13% 22% [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 Quality Systems (NASDAQ:QSII) agrees to acquire HealthFusion for $165mm plus contingent consideration of $25mm. HealthFusion develops cloud-based software 10/30/15 primarily for physicians, including the MediTouch (EHR/PM/RCM) platform used by over 3,000 physician practices. HealthFusion expects to generate $43mm in 2016 revenue, implying a valuation of 4.4x 2016 revenue. QuadraMed, part of the Harris Operating Group of Constellation Software (TSX:CSU), acquires NextGen Healthcare Information Systems, Hospital Solutions Division of 10/22/15 Quality System, for an undisclosed sum. QuadraMed provides healthcare software and services to hospitals in the U.S., Canada, United Kingdom and Saudi Arabia. This divestiture will allow NextGen to focus on its core ambulatory business.

CareSync (Wesley Chapel, FL) raises $18mm in Series B funding from new investors Merck Global Health Innovation, Greycroft Partners, and Harbert Venture Partners 10/2/15 and included participation from existing investors. CareSync provides a family medical record, or meta-EMR, that can be used for care coordination.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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 10 above. NOVEMBER 2015 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 19x 180

160 3.5x 17x

140 3.0x 15x

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

2.0x 11x 80 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Reed Elsevier (RELX Group) 39,118 44,921 5.0x 4.9x 17.0x 14.2x (4%) 3% 30% 34% Nielsen 17,555 24,737 3.9x 4.0x 16.1x 13.3x 10% (2%) 24% 30% Pearson 10,791 12,866 1.7x 1.7x 12.0x 9.3x (4%) 1% 14% 18% Wolters Kluw er 10,092 12,348 3.1x 2.7x 12.5x 10.8x 3% 13% 25% 25% IHS 8,227 10,048 4.5x 4.3x 19.7x 13.6x 21% 4% 23% 32% Gartner 7,641 7,998 4.0x 3.7x 23.6x 19.2x 13% 8% 17% 19% Informa 5,675 7,082 4.0x 3.8x 13.5x 12.0x 1% 7% 30% 31% UBM 3,516 4,336 3.8x 2.9x 15.8x 10.9x (6%) 31% 24% 26% Euromoney Institutional Investor 1,847 1,824 2.9x 2.9x 9.2x 10.5x (0%) (1%) 31% 28% comScore 1,714 1,557 4.7x 4.1x 68.1x 16.6x 15% 14% 7% 25% Forrester Research 583 472 1.5x 1.5x 15.0x 14.5x 5% 0% 10% 10% Trim Mean 7,451 9,200 3.6x 3.3x 16.1x 12.9x 4% 6% 22% 26% Median 7,641 7,998 3.9x 3.7x 15.8x 13.3x 3% 4% 24% 26%

Recent Activity

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

Linkfluence (Compiègne, France) acquires ActSocial for an undisclosed sum. With this transaction, Linkfluence expands globally into China and Singapore. ActSocial, a 10/15/15 social media intelligence company, helps international brands gain insight from the estimated 650mm active social networking users in China.

ProQuest (Ann Arbor, MI) agrees to acquire Ex Libris from Golden Gate Capital for an undisclosed sum. The acquisition brings together complementary capabilities in global 10/6/15 research, electronic and digital content, and technology solutions for library management, discovery and research workflow.

Corelogic (NYSE:CLGX) acquires Cordell Information Pty from Reed Business Information for an undisclosed sum. Cordell Information provides information on 10/5/15 construction project activity and building costs and bolsters CoreLogic’s current Australian portfolio, which includes its 2011 acquisition of RP Data.

Public Market Data

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

3.5x 20x 210

3.0x 18x 190

2.5x 16x 170 2.0x 14x 150 1.5x 12x

130 EV / EBITDAEV

EV / Revenue EV 1.0x 10x 110 0.5x 8x

0.0x 6x 90 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Guidew ire Softw are 4,223 3,651 9.9x 9.4x nm 53.0x 17% 5% 9% 18% Solera Holdings 3,665 6,126 5.6x 5.1x 14.8x 13.3x 23% 9% 38% 39% Ebix 978 1,101 5.1x 4.3x 13.9x 11.8x 5% 21% 37% 36% Innovation Group 744 661 2.0x 1.8x 16.2x 9.6x 7% 11% 12% 19% CorVel 666 641 1.3x nm 9.6x nm 4% na 14% na Sapiens 581 531 3.4x 3.0x 28.4x 19.4x 16% 13% 12% 15% Connecture 128 168 2.0x 1.7x nm 18.6x 45% 16% na 9% msg life 75 55 0.5x 0.5x 7.2x 6.0x (21%) 0% 6% 8% Trim Mean 1,127 1,125 3.2x 3.2x 13.6x 14.5x 12% 11% 17% 19% Median 705 651 2.7x 3.0x 14.3x 13.3x 12% 11% 12% 18% [1] Connecture added to the index as of IPO 12/12/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Knip (Zurich, Switzerland) raises $16mm in a Series B round of funding led by Route 66 Ventures and including new investors Creathor Venture and QED Investors, and 10/26/15 existing investors Orange Growth Capital and Redalpine Capital. Knip’s app has been downloaded by more than 330,000 users and is used to manage more than $28mm in policy volume.

Insureon (Chicago, IL) raises $31mm in a Series B round of funding led by new investor Oak HC/FT Partners and including existing investor Accretive, LLC. Insureon 10/21/15 ranked 259th on the Inc. 5000 list of the fastest growing private companies in America. The company generated revenue of $17.7mm in 2014.

Censio (Allston, MA) raises $10mm in a Series A round of funding led by new investor 10/6/15 General Catalyst and including new investor Bain Capital Ventures. Censio plans to use the funding to continue to invest in product development.

Public Market Data

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

4.0x 18x 260

3.5x 16x 230

3.0x 14x 200

2.5x 12x 170

2.0x 10x 140

EV / EBITDAEV EV / Revenue EV

1.5x 8x 110

1.0x 6x 80 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

PayPal 44,184 39,885 5.0x 4.3x 24.1x 16.4x 19% 15% 21% 26% FleetCor Technologies 13,624 16,477 13.7x 9.6x 24.8x 17.8x 34% 42% 55% 54% Vantiv 10,125 13,397 9.6x 8.0x 22.7x 16.5x 20% 19% 42% 49% Western Union 9,879 11,829 2.1x 2.2x 8.2x 8.6x 1% (2%) 26% 25% Total System Services 9,718 10,718 4.4x 3.9x 18.9x 12.9x 19% 12% 23% 30% Global Payments 8,945 10,567 3.9x 3.7x 18.6x 17.2x 9% 6% 21% 21% Wirecard 6,363 5,553 8.1x 6.7x 29.8x 22.5x 25% 21% 27% 30% Euronet Worldw ide 4,377 4,315 2.6x 2.4x 19.1x 14.6x 18% 9% 14% 16% WEX 3,489 4,206 5.1x 5.0x 11.4x 12.5x 14% 3% 45% 40% Heartland Payment Systems 2,759 3,214 4.8x 3.9x 18.7x 14.5x 12% 21% 25% 27% Blackhaw k Netw ork Holdings 2,319 2,585 1.8x 1.4x 20.5x 13.4x 27% 24% 9% 11% EVERTEC 1,417 2,028 5.6x 5.5x 13.4x 10.9x 1% 3% 42% 50% PayPoint 1,039 968 2.9x 2.9x 12.1x 11.2x 3% 2% 24% 25% Xoom 977 790 5.0x 4.1x nm 39.4x 30% 20% 6% 10% Moneygram International 645 1,633 1.1x 1.1x 7.3x 6.8x (1%) (1%) 15% 17% Cass Information Systems 599 373 3.1x nm 10.0x nm 1% na 31% na SafeCharge 413 297 3.9x 2.9x 12.9x 9.7x 78% 32% 30% 30%

Trim Mean 5,085 5,910 4.5x 4.1x 16.8x 14.2x 16% 13% 26% 28% Median 3,489 4,206 4.4x 3.9x 18.7x 13.9x 18% 14% 25% 27% [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

Poynt (Palo Alto, CA) raises $28mm in a Series B round led by Oak HC/FT. Poynt 10/22/15 plans to use the proceeds to help build and ship terminals, to accelerate manufacturing, grow its team, and scale its operations to address the full opportunity.

WEX (NYSE:WEX) agrees to acquire Electronic Funds Source LLC for $1.5bn. WEX will pay $1.1bn in cash and issue 4mm shares. $15mm will be kept in an escrow 10/19/15 account on closing. In the event of termination, WEX will pay a termination fee of $45mm as financing termination payment and an amount of $70mm as regulatory termination payment to the sellers. Citrus Payment Solutions (Mumbai, India) raises $24.7mm in a Series C round co-led by new investor, Ascent Capital Advisors and existing investors, Sequoia Capital 10/19/15 India. Citrus will use the proceeds to further its position in the country's payments sector, which has seen some of the biggest investors globally actively scout for, and pick up positions in Indian ventures.

Public Market Data

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

16.0x 15x 180

14.0x 14x 160 12.0x 13x

10.0x 12x 140

8.0x 11x 120

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

2.0x 8x 80 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

CME Group 31,944 32,678 10.5x 9.8x 16.1x 14.9x 6% 7% 65% 66% Hong Kong Exchange 31,413 30,069 23.7x 17.2x 35.5x 23.0x 13% 38% 67% 75% IntercontinentalExchange (ICE) 28,016 30,878 10.0x 9.4x 16.5x 14.5x 93% 6% 60% 65% Deutsche Börse Group 17,129 18,520 7.1x 7.1x 16.9x 13.8x 8% (1%) 42% 52% London Stock Exchange (LSE) 13,756 15,656 7.3x 4.3x 19.0x 13.2x 26% 70% 38% 32% The Nasdaq OMX Group 9,928 11,880 6.3x 5.7x 11.9x 12.4x 13% 10% 53% 46% Australian Exchange (ASX) 5,720 5,012 10.1x 9.7x na 12.7x (7%) 4% na 76% Singapore Exchange (SGX) 5,663 5,022 10.0x 8.4x 18.5x 14.8x (5%) 19% 54% 57% CBOE 5,548 5,426 8.8x 8.5x 15.1x 14.6x 8% 3% 58% 58% BM&F Bovespa 5,464 4,678 8.9x 8.2x 14.1x 12.1x (5%) 8% 63% 68% Bolsas y Mercados (BME) 2,989 2,621 7.0x 6.6x 10.0x 9.2x 12% 6% 69% 71% TMX Group 1,913 2,628 4.3x 4.8x 8.1x 10.3x (32%) (10%) 54% 46% Trim Mean 12,563 12,977 8.6x 7.8x 15.4x 13.3x 7% 10% 57% 60% Median 7,824 8,653 8.8x 8.3x 16.1x 13.5x 8% 7% 58% 62%

Recent Activity

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

TVS Capital Funds (Chennai, India) acquires a 3.1% stake in Indian Energy Exchange from Bessemer Venture Partners for Rs 75 crore (~$11mm) valuing the company at 9/7/15 Rs 2,500 crore (~$348mm). Bessemer has made a seven times return on the investment with this exit.

Chongqing United Assets and Equity Exchange (Chongqing, China) raises CNY 173mm (~$28mm) in an equity round from existing investor, Southwest Securities 8/10/15 Company, and Chongqing Yufu Assets Management Group. Southwest Securities Company will acquire a 7.2% stake through this transaction and will hold a 60.2% stake in the company.

Aditya Birla Private Equity (Mumbai, India) acquires a 16.6% stake in Indian Energy 6/19/15 Exchange from Financial Technologies India (FTIL) for INR 3.6bn (~$56mm). This deal will divest two thirds of FTIL’s remaining stake in IEX.

Public Market Data

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

9.0x 40x 230

8.0x 36x 200

7.0x 32x 170 6.0x 28x 140

5.0x 24x

EV /EV EBITDA EV / Revenue EV 110 4.0x 20x

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

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin Revenue (USD millions) Cap Value CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Check Point Softw are 15,442 14,143 9.5x 8.7x 17.4x 15.1x 7% 9% 54% 58% Symantec 14,152 12,535 1.9x 2.0x 6.5x 6.2x (3%) (7%) 29% 33% Palo Alto Netw orks 13,519 13,217 17.9x 11.9x na 64.4x 53% 51% na 18% Qihoo 360 Technology 8,145 8,632 6.2x 4.4x 25.1x 14.9x 107% 40% 25% 30% F5 Netw orks 7,835 7,061 3.9x 3.6x 12.7x 9.2x 17% 9% 31% 40% Fortinet 6,113 5,204 6.8x 5.2x 63.5x 31.5x 25% 31% 11% 16% FireEye 4,041 3,568 8.4x 5.6x na na 163% 50% na na Proofpoint 2,823 2,747 14.0x 10.4x na nm 42% 35% na 1% Imperva 2,175 1,921 11.7x 8.4x na nm 19% 40% na 3% CyberArk 1,775 1,526 14.8x 10.3x nm 48.3x 56% 44% 21% 21% AVG Technologies 1,263 1,384 3.7x 3.2x 11.4x 8.7x (8%) 16% 32% 37% Barracuda Netw orks 1,022 807 3.0x 2.6x nm 11.0x 18% 16% 3% 24% VASCO Data Security 755 571 2.8x 2.4x 14.5x 9.6x 30% 19% 19% 25% Radw are 694 602 2.7x 2.8x 15.2x 16.2x 15% (3%) 18% 17% Axw ay Softw are 544 510 1.8x 1.6x 11.2x 9.9x 10% 12% 16% 16% Zix 298 274 5.4x 5.0x 32.8x 19.0x 5% 9% 17% 26% Absolute Softw are 330 270 2.9x 2.9x 15.0x 18.8x 8% (1%) 19% 15%

Trim Mean 4,346 4,037 6.5x 5.2x 17.3x 17.7x 27% 22% 22% 23% Median 1,975 1,723 nm4.7x 4.0x 14.8x 14.9x 18% 18% 19% 21%

Recent Activity

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

Raytheon (NYSE:RTN) agrees to acquire Stonesoft network from Intel. Intel bought this security unit two years ago for $389mm. The transaction will add 300 employees 10/29/15 to Raytheon-Websense, a joint venture 80% owned by Raytheon (the rest by Vista Equity).

Cisco Systems (NASDAQ:CSCO) agrees to acquire Lancope for $453mm. Lancope has been part of Cisco’s security solution for many years through a commercial 10/27/15 relationship. Together, Cisco and Lancope will advance Cisco’s Security Everywhere strategy of providing advanced threat protection across the full attack continuum.

Thales e-Security (Plantation, FL) agrees to acquire Vormetric for $400mm at an implied 5.3x revenue. Vormetric’s data protection offerings will combine with Thales e- 10/19/15 Security solutions, such as its hardware security modules (HSMs), which protect critical networks and data of 19 of the 20 largest banks in the world and many technology companies.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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 15 above. NOVEMBER 2015 Technology-Enabled Financial Institutions

Public Market Data

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

5.0x 22x 220

4.0x 18x 180

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

1.0x 6x 60 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

Charles Schw ab 40,531 6.8x 6.4x 19.2x 16.4x 13% 10% 31% 35% TD Ameritrade 18,786 5.9x 5.8x 14.5x 12.6x 9% 11% 39% 41% E*TRADE 8,282 4.7x 5.5x 15.6x 25.5x 2% 13% 23% 30% LendingClub 5,699 27.0x 13.6x nm nm 190% 115% 7% na ICAP 4,488 2.3x 2.3x 17.6x 9.6x (7%) (10%) 16% 13% IG Group 4,273 6.6x 6.7x 14.0x 13.3x 11% 2% 51% 47% MarketAxess 3,814 14.6x 12.7x 32.2x 23.1x 25% 10% 46% 45% BGC Partners 3,408 1.9x 1.3x nm 7.6x 1% 3% na na Interactive Brokers Group 2,634 2.2x 2.0x 5.2x 4.0x 1% 5% 44% 42% Tullett Prebon 1,340 1.3x 1.1x 13.1x 5.7x (6%) (13%) 13% 10% GFI Group 949 1.1x nm nm nm (2%) (3%) na na Monex Group 815 2.3x 1.9x 18.1x 7.6x 72% (15%) 49% 12% On Deck Capital 715 7.9x 2.9x nm nm 186% 141% na na BinckBank 559 2.6x 2.9x 14.4x nm 18% (6%) 19% 18% Investment Technology Group 546 1.0x 1.0x 8.3x 10.3x 5% 6% 8% 12% Yodlee 502 5.6x 4.6x nm 53.7x 21% 27% 0% na FXCM 433 1.0x nm 15.2x nm 16% (6%) 10% 6% GAIN Capital 372 1.0x 0.8x 7.0x 5.3x 77% 34% 18% 15% Trim Mean 3,578 4.2x 4.1x 14.3x 12.5x 28% 12% 25% 25% Median 1,987 2.5x 2.9x 14.5x 10.3x 12% 5% 19% 18%

Recent Activity

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

TradeKing (Charlotte, NC) agrees to acquire Manhattan Beach Trading for an undisclosed sum. The combined, post-acquisition firm will operate under the 8/26/15 TradeKing brand with offices continuing in Fort Lauderdale, FL; Charlotte, NC; and El Segundo, CA.

Cowen Group (NASDAQ:COWN) acquires Conifer Securities for an undisclosed sum. The transaction is expected to be accretive to Cowen’s earnings in 2015. The deal is 7/30/15 subject to customary closing conditions and regulatory approval, and is expected to close in the third quarter of 2015.

FX Capital Securities (London, United Kingdom) raises $18mm in a Series C funding round led by new investor Sapphire Ventures. The transaction also included 6/23/15 participation from existing investors Rakuten, Atlas Venture, Anthemis Group, Notion Capital Partners, and Xange Private Equity. The company has raised $36mm prior to this round.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/30/15. 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 16 above. NOVEMBER 2015 Technology-Enabled Healthcare Services

Public Market Data

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

5.0x 20x 200

4.0x 16x 150

3.0x

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

1.0x 8x 50 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-10 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15

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 CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E CY2014A CY2015E

McKesson 42,018 47,542 0.3x 0.3x 12.1x 9.3x 33% 10% 2% 3% WebMD 2,180 2,375 4.1x 3.8x 21.0x 12.6x 13% 9% 20% 30% Press Ganey 1,472 1,646 5.8x 5.2x 18.3x 14.3x 8% 12% 32% 36% MedAssets 1,407 2,205 3.1x 2.9x 10.2x 9.5x 6% 6% 30% 31% Premier 1,270 887 0.9x 0.8x nm nm na 3% 15% 34% 38% Emis 1,041 1,043 4.9x 4.2x 16.8x 13.7x 30% 17% 29% 31% HMS Holdings 936 984 2.2x 2.1x 11.2x 8.9x (10%) 5% 20% 24% HealthStream 763 618 3.6x 3.0x 22.0x 18.4x 29% 21% 16% 16% Evolent Health 758 833 8.3x 5.2x nm n/a 150% 58% na n/a Teladoc 747 747 17.2x 10.0x nm n/a na119% 72% na n/a Castlight Health 475 310 6.8x 4.1x nm n/a 252% 66% na n/a Healthw ays 423 674 0.9x 0.9x 13.9x 11.4x 12% 4% 7% 8% Everyday Health 314 380 2.1x 1.6x 18.5x 8.0x 18% 30% 11% 20% Vocera Communication 308 192 2.0x 1.9x nm n/a (7%) 7% na n/a Accretive Health 197 75 0.4x 0.3x nm 3.2x (58%) 10% na 10% Cranew are 171 129 3.0x 2.7x 10.1x 8.5x 1% 12% 30% 32%

[1Trim] Premier Mean added to the index as of IPO878 day 9/26/13, Castlight930 Health3.4x added2.8x as of 3/14/1415.2x, and Everyday10.7x Health29% added as of20% 3/28/14 22% 24% Median 760 790 3.0x 2.8x 15.3x 9.5x 12% 12% 20% 27%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Pamplona Capital Management (New York / London) agrees to acquire MedAssets for $31.35 per share or approximately $2.7bn, valuing the company at an implied 11/2/15 ~3.5x revenue and 12.4x EBITDA. Separately, Pamplona entered into an agreement with VHA-UHC Alliance to divest MedAssets’ Spend and Clinical Resource Management (SCM) segment, for an undisclosed amount. Guahao, dba We Doctor Group, (Shanghai, China) raises $394mm in a Series C round led by Goldman Sachs Merchant Banking Division and Hillhouse Capital, and 9/24/15 included participation from other new and existing investors, implying a post-money valuation of $1.5bn. Including this round, the ‘ZocDoc of China’ has raised approximately $500mm.

Accenture (NYSE:ACN) agrees to acquire Sagacious Consultants for an undisclosed 9/23/15 sum. Sagacious provides Epic consulting to hospitals and is one of many service providers who have built businesses around this market leading hospital EMR system.

MERGER AND ACQUISITION TRANSACTIONS

Software and Services Transaction Activity

400 25.0

350 20.0 300

250 15.0

200

10.0

150 Aggregate Aggregate Value ($B)

NumberofTransactions 100 5.0 50

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

Software and Services Transaction Multiples

18x 3.5x

16x 3x

14x 2.5x 12x

10x 2x

8x 1.5x

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

0.5x 2x

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

EV / EBITDA EV / Revenue

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

Ne w York , NY B oston, MA New York, NY Campbe ll, CA

has bee n acquire d by has bee n acquire d by has invested in received an investment from

Palo Alto, CA Windsor, CT Dublin, Ireland

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

Note: Not a complete list 19 NOVEMBER 2015 SELECT MARLIN & ASSOCIATES AWARDS

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

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

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

The M&A Advisor and The M&A Forum have recognized Marlin & Associates SNL Financial, a market research for excellence in multiple deal company, identified Marlin & Associates as categories including: leading the most financial technology transactions in 2009, in a tie with Citigroup and Credit Suisse, and one of the top10 • Healthcare and Life Science Deal of the Year (Over $100M advisors in 2010 to $500M) (2013) • Financial Services Deal of the Year (2013, 2012 and 2011) • Nominated for Middle Market Healthcare Services Deal of the Year (2012) Two transactions on which Marlin & Associates • Information Technology Deal of the Year (2011) advised were named as part of The M&A • Middle Market Deal of the Year <$25M (2011) Advisor’s “Deals-of-the Decade Celebration • Corporate and Strategic Acquisition of the Year (2011) • Middle Market Financial Services Deal of the Year (2011 and 2010) • Middle Market Information Technology Deal of the Year (2011 and 2010) • Middle Market International Financial Services Deal of the Year (2013 and 2010) • Middle Market International Information Technology Deal of the Year (2010)

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

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

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

Paul Friday Afsaneh Naimollah

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

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/30/14. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above 21 New York | San Francisco | Washington, D.C. | Toronto