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

March 2019

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

New York

Washington, D.C.

Toronto

It’s About Revenue Synergies, Stupid: Our March Infotech M&A update Dear Clients and Friends,

Please see below for our March Infotech m&a report.

As many of you know, over the past 17+ years we have advised on more than 200 successful m&a transactions. We use the term “successful” to mean that the deal completed. But we recognize that investors and acquirers assess if a transaction was “successful” in hindsight. For a financial sponsor, the answer eventually becomes clear. For them, it’s all about exit value. But for a strategic acquirer the answer can be more amorphous - it’s all about whether the acquired firm added enough value to the combined firm to justify the cost – It’s not only about the purchase price, it’s also about the distraction and the disruption – and that means realizing “synergies”.

A few months ago, EY- Parthenon put out an insightful series of articles on successful m&a integration. They noted that [for strategic acquirers] “… the identification and realization of synergies are at the heart of M&A value creation”. “…Synergies can be the competitive advantage in a bidding process.” And “… they are a major part of the narrative that executives use to explain the strategic objectives of a transaction to their own boards, shareholders and the market.” Clearly, it is the potential for synergies that can allow one strategic to outbid another (or a financial sponsor).

One part of the EY-Parthenon article resonated particularly strongly for us: “… traditional deals tend to focus on cost savings, but revenue synergies typically drive the real value, as cost savings generally allow the acquirer to cover the deal premium and tend to be one-time albeit recurring, whereas revenue synergies can continue to grow….”. We couldn’t agree more. Too often, we see strategics willing to look at only potential cost synergies in evaluating acquisition opportunities. That’s short sighted. It’s the revenue synergies that are likely to add the most net value over time.

Facebook didn’t buy WhatsApp for $22bb to save costs; Intel didn’t buy MobilEye for $15bb to eliminate duplicate expenses. These and most other successful Infotech m&a transactions are focused on revenue synergies. Oracle’s $10.3bb purchase of PeopleSoft was all about expanding into new markets; as was Adobe’s purchase of Marketo for $4.7bb. And for that matter, so was Walmart’s acquisition of Flipkart for $16bb and of Jet.com for $3.3bb. The same is true in the middle market where we operate the most. As EY- Parthenon noted: “Long-term growth depends on successful integration that drives revenue growth.” It’s all about the revenue synergies.

We enjoy helping buyers and sellers understand the potential for increased net value by coming together. It’s about a lot more than eliminating duplicate expenses. It’s about growing the combined business together for a stronger future.

Our March 2019 report on recent m&a transactions, trends, and value in the dozen+ segments of the Infotech world that we follow and sometimes lead can be found below. A few of the more interesting recent transactions include:

• ACI Worldwide (Nasdaq:ACIW) agreed to acquire Speedpay • Jobvite (San Mateo, CA) raised $200mm in a Series E funding from Western Union for $750mm, valuing the company at round led by K1 Investment Management, 2.1x LTM revenue and 8.3x LTM EBITDA, • Gong (San Francisco, CA) raised $40mm in a Series B funding • Qlik (Radnor, PA) agreed to acquire Attunity for $560mm, round led by Battery Ventures, valuing the company at an implied 5.9x LTM revenue and • Marlin & Associates client Sermo completed a recapitalization 55.9x LTM EBITDA, with Abry Partners. For more details, please click here.

See below for our March Infotech M&A Update.

Sincerely,

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

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions. MARCH 2019

MARLIN & ASSOCIATES MARKET UPDATE

03 Sector Comparison Snapshot

04 Sector Analyses

04 Application Software

05 Banking Software & Processors

06 Business Intelligence Software

07 Capital Markets Software & Services

08 Data & Analytics – Financial Services

09 Information & Market Research

10 Insurance Technology

11 Payment Technology

12 Securities Exchanges

13 Merger-and-Acquisition Activity Trends

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/18. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 02 above. MARCH 2019 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2019 Revenue

Securities Exchanges

Data & Analytics - Financial Services

Application Software

Payment Technology

Banking Software & Processors

Business Intelligence Software

Insurance Technology

Capital Markets Software & Services

Information & Market Research

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

Enterprise Value / 2019 EBITDA

Business Intelligence Software

Application Software

Banking Software & Processors

Data & Analytics - Financial Services

Securities Exchanges

Capital Markets Software & Services

Information & Market Research

Payment Technology

Insurance Technology

0x 6x 12x 18x 24x 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[1] vs. S&P 500, base = 100

9.0x 45x 280

8.0x 230 40x

7.0x 180

35x EV / EBITDA EV / Revenue 6.0x 130

5.0x 30x 80 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

Oracle 198,980 208,365 5.2x 5.2x 11.2x 11.2x 2% 1% 47% 46% salesforce 128,629 127,654 9.6x 8.0x nm 31.7x 27% 21% 11% 25% SAP 117,051 119,714 4.3x 3.9x 15.6x 11.5x 5% 10% 27% 34% Intuit 65,242 64,322 10.3x 9.3x 36.2x 25.9x 11% 11% 29% 36% Workday 43,614 43,040 15.3x 12.1x na 63.5x 32% 26% na 19% Constellation 17,736 17,513 5.7x 4.9x 30.1x 18.6x 23% 16% 19% 27% Paycom Softw are 10,584 10,572 18.7x 14.8x 55.4x 36.5x 31% 26% 34% 41% Amdocs 7,808 7,397 1.8x 1.8x 10.0x 8.5x 3% 2% 18% 21% NICE 6,594 6,564 4.5x 4.2x 18.2x 13.9x 8% 9% 25% 30% Zendesk 6,148 6,179 10.3x 7.7x na nm 39% 34% na 7% Paylocity 4,823 4,719 11.3x 9.4x nm 32.6x 25% 21% 10% 29% Xero 4,556 4,806 13.7x 10.4x nm 52.5x 38% 32% 13% 20% Manhattan Associates 3,588 3,487 6.2x 6.1x 24.5x 26.9x (6%) 2% 25% 23% Softw are AG 2,628 2,444 2.5x 2.4x 8.5x 8.1x (2%) 4% 29% 30% Trim Mean 34,698 34,664 8.2x 7.0x 20.8x 24.5x 17% 15% 23% 28% Median 9,196 8,984 7.9x 6.9x 18.2x 25.9x 17% 13% 25% 28%

Recent Activity

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

Jobvite (San Mateo, CA) raised $200mm in a Series E funding round led by K1 2/11/19 Investment Management. Jobvite provides recruiting software to companies that engages with potential candidates in meaningful experiences.

Gong (San Francisco, CA) raised $40mm in a Series B funding round led by Battery 2/7/19 Ventures. Gong helps sales teams capture more transaction data at the point of sale by automatically recording, analyzing and transcribing sales calls.

Productboard (San Francisco, CA) raised $10mm in a Series A funding round led by 2/4/19 Index Ventures. Productboard provides product management software to help companies deliver products to customers, faster.

Banking Software & Processors

Public Market Data

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

6.5x 41x 330

6.0x 37x 300 270 5.5x 33x 240 5.0x 29x 210 4.5x 25x 180 EV / EBITDA

EV / Revenue 4.0x 21x 150

3.5x 17x 120

3.0x 13x 90 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

FIS 35,581 43,698 5.2x 5.2x 18.3x 13.3x (3%) (0%) 28% 39% Fiserv 34,274 39,753 6.8x 6.4x 20.9x 16.7x 2% 6% 33% 38% Temenos 10,372 10,899 12.9x 11.0x 34.9x 29.3x 15% 17% 37% 38% Jack Henry & Associates 10,267 10,241 6.4x 6.3x 20.9x 18.9x 10% 1% 31% 33% Oracle Financial Services 4,269 3,838 5.6x 5.0x 13.7x 11.7x 7% 12% 41% 43% ACI Worldw ide 3,756 4,290 4.2x 3.9x 25.4x 13.6x (1%) 10% 17% 29% Bottomline Technologies 3,545 3,243 6.8x 6.4x 57.1x 22.3x 15% 6% 12% 29% Ellie Mae 2,989 2,994 12.4x 9.7x na nm 24% 28% na 7% Q2 Holdings 2,082 2,095 5.1x 4.8x 49.2x 20.0x 13% 5% 10% 24% Virtusa 1,699 1,903 1.6x 1.4x 20.7x 14.7x 24% 13% 8% 10% Microgen 355 349 1.6x 1.5x 11.5x 11.9x 11% 5% 14% 13% Sw ord Group 332 334 3.7x 3.5x 15.5x 13.6x 10% 5% 24% 26% Gresham Technologies 79 69 2.6x 2.1x na 16.6x (8%) 27% na 13% Trim Mean 6,722 7,267 5.5x 5.0x 24.4x 16.2x 9% 10% 23% 26% Median 3,545 3,243 5.2x 5.0x 20.9x 15.6x 10% 6% 24% 29% [1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Mambu (Berlin, Germany) raised €30mm ($34mm) in Series C funding round, led by QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new Bessemer Venture Partners and included previous investors, Acton Capital, investor Sunshine Insurance Group, and including participation from Guosen 2/18/1911/28/16 CommerzVentures, Point Nine Capital and Runa Capital. Mambu is a SaaS banking Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. platform that powers digital financial services. Mambu plans to use the funding to QuantGroup provides online financial services in China. accelerate its momentum and further invest in marketing and the product. LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Starling Bank (London, UK) raised €75mm ($97mm) in Series C funding round, led by for $130mm. CompareCards is an online platform enabling consumer credit card Merian Global Investors and included previous investors Harald McPike. Starling 2/13/1911/16/16 comparisons, and providing credit education and credit health management solutions. Bank is a digital-only banking platform. The company plans to use the funds to invest The transaction consideration consists of $85mm cash at closing and up to $45mm of in its products and accelerate its global expansion efforts, starting in Europe. earn-out payments paid during 2017 and 2018. MetaLunar Financial Way (Aarhus, Group Denmark) (NASDAQ: raisedCASH) €13mm acquired ($15mm) Specialty in Series ConsumerB funding Services round, led (SCS)by SEED for Capital$54mm. and SCS included offers anew loan investors management Greyhound platform Capital, and a Socii proprietary Capital and 2/11/1911/10/16 underwritingindividual investors. model that Lunar are Way primarily is a Scandinavianused to deliver digital consumer banking tax platform. advances The and othercompany consumer plans tocredit use services.the funding The to transactionscale business consideration in Sweden, consists Norway, of Finland, approximatelyDenmark, and $15mmIceland. at closing, with potential for additional contingent payments.

Business Intelligence Software

Public Market Data

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

12.0x 70x 220

60x 10.0x 190

50x 8.0x 160 40x 6.0x 130 30x EV / EBITDA EV / Revenue 4.0x 100 20x

2.0x 10x 70 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

Splunk 20,834 19,711 10.9x 8.9x na 52.7x 42% 23% na 17% Tableau Softw are 11,614 10,592 9.2x 7.7x na 49.1x 32% 18% na 16% Open Text Corporation 10,216 12,189 4.3x 4.1x 14.4x 10.8x 8% 5% 30% 38% Alteryx 5,042 4,886 19.3x 14.0x nm nm 93% 38% 13% 13% Verint Systems 3,525 3,913 3.2x 2.9x 13.8x 12.0x 9% 7% 23% 25% Cloudera 2,236 1,846 2.4x 2.0x 51.9x 9.0x 112% 21% 5% 22% MicroStrategy 1,578 1,002 2.0x 2.0x nm 38.4x (1%) 3% 1% 5% Talend 1,442 1,409 6.9x 5.7x na na 38% 22% na na Attunity 533 489 5.7x 4.6x 53.8x 29.3x 39% 23% 11% 16% Trim Mean 5,093 5,120 6.1x 5.1x 33.1x 27.9x 37% 17% 13% 18% Median 3,525 3,913 5.7x 4.6x 33.1x 29.3x 38% 21% 12% 16%

[1] Talend (TLND) added to the index as of IPO 7/29/16, Alteryx (AYX) added to the index as of IPO 2/24/17 and Cloudera (NYSE:CLDR) added to the index as of IPO 4/27/17

Recent Activity

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

Qlik (Radnor, PA) agreed to acquire Attunity for $560mm, valuing the company at an implied 5.9x LTM revenue and 55.9x LTM EBITDA. Attunity is a provider of business 2/21/19 intelligence software solutions that enable access, sharing and distribution of data across heterogeneous enterprise platforms, organizations, and the cloud.

Lytics (Portland, OR) raised $35mm in a Series C funding round led by JMI Management. Lytics provides customer data management platform which enables 2/21/19 marketers to aggregate fragmented customer data in one place by using AI and machine learning algorithms and gain insights about the customers by customer segmentation and profiling and assigns a behavioral score

Sideqik (Atlanta, GA) raised $5.0mm in a Series A funding round led by Jackson Square Ventures. Sideqik assists marketers in directly connecting with partners, 2/8/19 launch collaborative cross marketing campaigns and use analytics and visualization to measure the performance of influencers

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

5.0x 27x 215

4.5x 195 24x 4.0x 175 3.5x 21x 3.0x 155

2.5x 18x 135 EV / EBITDA EV / Revenue 2.0x 15x 115 1.5x

1.0x 12x 95 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

IHS Mar kit 21,624 27,189 6.8x 6.1x 20.5x 15.6x 11% 11% 33% 39% SS&C Technologies 15,555 21,252 6.2x 4.5x 19.3x 11.4x 15% 39% 32% 39% Broadridge 12,059 13,003 3.0x 2.9x 16.0x 14.0x 1% 6% 19% 20% Computershare 6,648 8,074 3.4x 3.4x 11.1x 11.0x 10% (1%) 30% 31% SimCor p 3,547 3,492 8.1x 7.3x 29.0x 25.0x 11% Billy11% PF 28% 29% Envestnet 2,899 3,202 3.9x 3.6x 36.8x 18.3x 19% 8% 11% 20% IRESS 1,467 1,590 4.8x 4.5x 20.5x 16.3x 8% SS&C7% 24% 28% First Derivatives 789 817 3.0x 2.7x 16.5x 14.8x 18% 13% 18% 18% Linedata Services 255 328 1.7x 1.7x 6.8x 6.9x (3%)Cinnober(1%) 25% 24% StatPro Group 104 134 1.9x 1.8x 11.3x 10.1x 11% 6% 16% 17% Brady 65 59 2.0x 1.8x 15.0x 12.3x 0% 7% 13% 15% Trim Mean 4,814 5,766 3.9x 3.5x 17.7x 13.7x 9% 8% 23% 25% Median 2,899 3,202 3.4x 3.4x 16.5x 14.0x 11% 7% 24% 24% [1] Pro Forma full year combined figures

Recent Activity

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

London Stock Exchange (LSE: LSE) agreed to acquire a 4.92% stake in Euroclear for 1/30/19 approximately €280mm (~$318mm). Euroclear provides capital markets settlement, custody and collateral management services.

Symbiont.io (New York, NY) raised $20mm in a Series B funding round led by Nasdaq Ventures. Symbiont.io develops and operates a smart contracts platform for financial 1/23/19 institution applications backed by blockchain technology. The Company offers securities technology that provides users with a unified ledger for sharing business logic and market data.

Euronext (ENXTPA:ENX) acquired a 78% stake in Commcise for £27mm (~$34mm). 12/20/18 Commcise offers a cloud-based platform that provides commission management, research evaluation and accounting solutions.

Data & Analytics – Financial Services

Public Market Data

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

7.5x 23x 230

6.5x 20x 190

5.5x 17x 150 EV / EBITDA EV / Revenue 4.5x 14x 110

3.5x 11x 70 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

S&P Global Inc. 50,393 53,796 8.6x 8.2x 17.0x 16.2x 3% 4% 51% 51% Moody's Corporation 33,585 37,541 7.2x 8.1x 17.8x 16.8x 2% (11%) 40% 48% DNB A SA 29,847 119,964 20.6x 19.3x na n/a 3% 7% na n/a Thomson Reuters Corporation 29,320 27,547 5.0x 4.6x 28.4x 19.1x (51%) 8% 18% 24% Experian plc 23,446 26,760 5.5x 5.3x 16.2x 15.6x 6% 4% 34% 34% Verisk Analytics, Inc. 21,158 23,738 9.9x 9.3x 22.7x 19.3x 12% 7% 44% 48% CoStar Group, Inc. 16,688 15,588 13.1x 11.3x 44.4x 31.3x 23% 16% 29% 36% MSCI Inc . 16,532 18,203 12.7x 11.9x 23.9x 21.7x 13% 7% 53% 55% Equifax Inc. 13,295 15,754 4.6x 4.5x 21.2x 13.4x 1% 2% 22% 34% TransUnion 12,331 16,186 7.0x 6.2x 19.7x 15.7x 20% 12% 35% 39% FactSet Research Systems Inc. 9,127 9,504 6.9x 6.5x 20.8x 18.6x 9% 6% 33% 35% Fair Isaac Corporation 7,518 8,270 7.8x 7.2x 33.5x n/a 12% 8% 23% n/a Morningstar, Inc. 5,455 5,069 5.0x 5.7x 18.8x 19.5x 12% (12%) 26% 29% CoreLogic, Inc. 2,982 4,668 2.6x 2.8x 12.0x 10.0x (3%) (7%) 22% 28% Trim Mean 18,192 21,496 7.8x 7.4x 21.8x 17.6x 7% 4% 33% 38% Median 16,610 17,195 7.1x 6.9x 20.8x 17.7x 7% 7% 33% 36%

Recent Activity

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

Import.io acquired Connotate technologies for an undisclosed sum. Connotate Technologies provides a web data extractor platform offering competitive and pricing 2/12/19 intelligence, news and content aggregation, financial and market research, compliance and risk management, and more.

OTC Markets Group (OTC:OTCM) acquired Qaravan for an undisclosed sum. 2/6/19 Qaravan provides risk and performance analytics software for community banks.

ChartIQ raised $17mm in a Series B funding round led by Digital+ Partners and included return investors Social Leverage, Illuminate Financial Management, 1/31/19 ValueStream Ventures. ChartIQ provides financial charting tools and data visualization tools for capital market institutions.

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

20x 3.7x 170

18x 155 3.4x 16x 140 3.1x 14x 125 EV / EBITDA EV / Revenue 2.8x 12x 110

2.5x 10x 95 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

Reed Elsevier (RELX Group) 44,628 52,701 5.4x 5.2x 17.8x 14.4x 2% 5% 30% 36% Wolters Kluw er 17,999 20,262 4.2x 4.0x 15.4x 13.9x (2%) 6% 27% 29% Gartner 13,049 15,174 3.8x 3.6x 24.9x 20.6x 20% 7% 15% 17% Informa 11,556 15,249 4.9x 4.2x 15.8x 11.7x 35% 19% 31% 36% Nielsen 9,306 17,365 2.7x 2.7x 11.8x 9.5x (1%) (0%) 23% 28% Pearson 8,578 8,354 1.6x 1.6x 11.8x 8.5x (9%) (5%) 13% 19% Euromoney Institutional Investor 1,794 1,691 3.1x 3.1x 11.2x 11.4x 6% 0% 28% 27% comScore 1,289 1,449 3.5x 3.3x na 63.3x 4% 5% na 5% Forrester Research 927 784 2.2x 1.7x 25.2x 14.8x 6% 29% 9% 11% Trim Mean 9,082 11,364 3.5x 3.2x 16.3x 13.8x 5% 6% 23% 24% Median 9,306 15,174 3.5x 3.3x 15.6x 13.9x 4% 5% 25% 27%

Recent Activity

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

mSurvey (Nairobi, Kenya) raised an undisclosed sum from Proparco. mSurvey allows 2/18/19 businesses to interact with their customers and solicit customer feed back in real time.

WeWork (New York, NY) agreed to acquire for an undisclosed sum. Euclid offers a 2/7/19 spatial-analytics platform that provides insight into how people use and interact in workplaces through WiFi signals.

Perksy (New York, NY) raised $4mm in a Seed funding round led by Bain Capital 2/4/19 Ventures. Perksy provides hyper-targeted mobile surveys to younger audiences to solicit customer research.

Insurance Software

Public Market Data

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

4.5x 28x

270 23x 3.5x 210 18x

2.5x

EV / EBITDA 150 EV / Revenue 13x

1.5x 8x 90 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018E CY2019E CY2018E CY2019E CY2018E CY2019E CY2018E CY2019E

Guidew ire Softw are 7,542 6,759 9.3x 8.8x 39.7x 48.6x 26% 5% 23% 18% Ebix 1,819 2,442 4.9x 4.0x 14.9x 12.3x 37% 24% 33% 32% CorVel 1,278 1,181 2.0x na 14.8x nm 7% na 14% nm Sapiens 688 702 2.4x 2.2x 18.5x 13.0x 8% 10% 13% 17% Majesco 282 282 2.1x na 22.4x nm 15% na 9% nm Trim Mean 1,262 1,442 3.1x 4.0x 18.6x 13.0x 16% 10% 17% 18% Median 1,278 1,181 2.4x 4.0x 18.5x 13.0x 15% 10% 14% 18%

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

Recent Activity

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

Utilant (Buffalo, NY) raised $7.5mm in a Series A funding round led by Aquiline 2/25/19 Capital Partners. Utilant develops software solutions for insurance industry to help insurance carriers reduce risk, manage their workflow and automate their processes.

The Guarantors (Buffalo, NY) raised $15mm in a Series B funding round led by Global Founders Capital Management. The Guarantors offers a rental lease guarantee to 2/25/19 renters and provides the same security as a lease prepayment for landlords at no additional cost.

Socotra (San Francisco, CA) raised $5.2mm in an growth funding round led by MS&AD Ventures and Nationwide Ventures, LLC. Socotra is a data platform which 2/12/19 analyzes insurance data and enable insurance companies for claim settlements, regulatory compliance and customer acquisitions.

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

5.5x 19x 240

4.9x 18x 210

4.3x 16x 180

3.7x 15x 150 EV / EBITDA EV / Revenue 3.1x 13x 120

2.5x 12x 90 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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 CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

Pay Pal 117,292 110,181 7.1x 6.1x 40.3x 23.5x 18% 16% 18% 26% Square 33,632 33,408 21.0x 14.8x nm nm 61% 42% 16% 19% Worldpay 29,034 37,083 9.4x 8.7x 23.9x 17.3x (3%) 8% 40% 50% First Data 24,160 43,020 5.0x 4.8x 14.0x 12.6x 7% 4% 35% 38% FleetCor Technologies 21,159 24,904 10.2x 9.6x 18.3x 16.6x 8% 7% 56% 57% Global Payments 20,693 25,504 6.4x 5.7x 19.4x 16.0x 13% 12% 33% 36% Wirecard 16,857 15,661 6.7x 5.2x 24.4x 17.8x 34% 28% 27% 29% Total System Services 17,338 20,604 5.4x 5.1x 18.4x 14.2x 12% 7% 29% 36% Western Union 7,959 10,388 1.9x 1.8x 7.6x 7.4x 1% 1% 25% 25% WEX 7,766 9,622 6.5x 5.9x 15.6x 13.8x 19% 10% 41% 42% Cielo 7,720 10,000 3.2x 3.4x 8.4x 9.9x 1% (6%) 39% 35% Euronet Worldw ide 7,343 6,930 2.7x 2.4x 14.5x 11.3x 13% 15% 19% 21% EV ERTEC 2,138 2,602 5.7x 5.5x 15.0x 11.8x 11% 4% 38% 47% PayPoint 787 743 3.9x 4.5x 8.8x 8.6x (32%) (14%) 44% 53% SafeCharge 553 465 3.4x 3.0x 12.7x 11.2x 23% 13% 27% 27% MoneyGram International 157 912 0.6x 0.7x 6.1x 4.1x (10%) (4%) 10% 16%

Trim Mean 14,081 17,242 5.5x 5.1x 15.5x 13.0x 11% 8% 31% 34% Median 12,408 13,025 5.6x 5.1x 15.0x 12.6x 12% 8% 31% 35% [1] SafeCharge (SCH) added to the index as of 4/4/14, PayPal (PYPL) added as of 7/7/15, Worldpay (WPG) added as of 10/14/15, First Data (FDC) added as of 10/16/15, Square (SQ) added as of 11/20/15.

Recent Activity

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

ACI Worldwide (Nasdaq:ACIW) agreed to acquire Speedpay from Western Union for 2/28/19 $750mm, valuing the company at 2.1x LTM revenue and 8.3x LTM EBITDA. SpeedPay provides electronic and cash bill payment solutions.

Rapyd (London, UK) raised $40mm in a Series B funding round co-led by General 2/13/19 Catalyst and Stripe, and included return investors Target Global and IGNIA Partners. Rapyd operates as a cardless mobile payment network.

GoCardless raised $75mm in a Series E funding round co-led by Adams Street Partners, Google Ventures and Salesforce Ventures and included return investors 2/7/19 Notion Capital Partners, Balderton Capital, Accel and Passion Capital. GoCardless provides online payments solutions for recurring payments.

Securities Exchanges

Public Market Data

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

9.5x 17x 210

180 8.5x 15x

150

7.5x 13x EV / EBITDA EV / Revenue 120

6.5x 11x 90 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19

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

Company Market Enterprise EV / Revenue EV / EBIT DA Revenue Growth EBITDA M ar gin (USD millions) Cap Value CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E CY2018A CY2019E

CME Group 64,910 66,879 18.3x 13.2x 22.9x 20.1x 18% 17% 68% 66% IntercontinentalExchange (ICE) 44,207 51,025 11.0x 9.7x 16.6x 15.1x 7% 6% 62% 64% Hong Kong Exchange 43,079 40,129 24.1x 18.1x 27.7x 23.9x 21% 10% 72% 76% Deutsche Börse Group 23,084 24,620 8.3x 7.4x 13.3x 12.1x 4% 8% 60% 61% London Stock Exchange (LSE) 20,740 22,066 6.5x 7.4x 9.6x 13.7x 13% (22%) 60% 54% BM&F Bovespa 17,455 16,943 17.8x 12.0x 25.1x 16.3x 32% 12% 54% 74% The Nasdaq OMX Group 15,124 18,173 4.6x 7.0x 14.1x 13.4x 8% (39%) 30% 52% CBOE 10,704 11,596 5.2x 5.5x 14.0x 14.2x 24% (23%) 30% 38% Australian Exchange (ASX) 9,526 8,686 12.7x 14.0x 15.2x 18.5x 9% (16%) 77% 75% Japan Exchange Group (JPX) 9,469 9,479 9.2x 8.7x 12.8x 13.4x 9% (3%) 66% 65% Singapore Exchange (SGX) 6,200 5,645 9.4x 8.4x 16.7x 14.1x 6% 5% 53% 59% Euronext 4,214 4,253 7.1x 5.9x 10.7x 10.4x 16% 4% 58% 57% TMX Group 3,457 4,089 7.3x 6.5x 8.6x 11.5x 36% (17%) 63% 56% Trim Mean 18,528 19,329 10.3x 9.1x 15.5x 14.8x 15% (3%) 59% 62% Median 15,124 16,943 9.2x 8.4x 14.1x 14.1x 13% 4% 60% 61% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

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

Best Efforts Bank (MISX:ALBK) agreed to acquire a 20% stake in Saint Petersburg 2/14/19 Exchange for an undisclosed sum. Saint Petersburg Exchange operates a Russian stock exchange, providing a platform for equity and debt trading.

Archax (London, UK) raised an undisclosed sum in a funding round led by SPiCE 2/11/19 Venture Capital. Archax operates an institutional grade exchange for trading asset- backed tokens, such as digital securities and security tokens.

Nasdaq (NasdaqGS:NDAQ) agreed to acquire Olso Børs VPS (OTCNO:OSLO) for $824mm, valuing the company at an implied 6.0x LTM revenue and 12.9x EBITDA. 1/30/19 Oslo Børs VPS operates marketplaces for listing and trading in securities, registration of ownership and settlement for securities in Norway, and provides market data and internet solutions.

MERGER AND ACQUISITION TRANSACTIONS

(1) Software and Services Transaction Activity

400 16.0

350 14.0

300 12.0

250 10.0

200 8.0

150 6.0 Aggregate Value ($bn) Number Transactionsof 100 4.0

50 2.0

0 0.0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2016 2017 2018

Number of Transactions Aggregate Value

(1) Software and Services Transaction Multiples

42x 7x

36x 6x

30x 5x

24x 4x

18x 3x EV / EBITDA EV / Revenue

12x 2x

6x 1x

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

EV / EBITDA EV / Revenue

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

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

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

Charlotte, NC New York, NY New York, NY New York, NY has received an equity has received a $30 million equity has acquired has been acquired by investment from investment from

San Francisco, CA New York, NY Troy, MI Jacksonville, FL Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to SALIDO, Inc. advisor to Zenmonics advisor to RapidRatings advisor to Aquiline Holdings LLC

New York, NY has received an equity has received an equity has sold Financial Engineering investment from investment from Associates, Inc. to has been acquired by

Dallas, TX A portfolio company of

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and advisor to Tier1CRM advisor to Investment Metrics financial advisor to MSCI Inc. advisor to OptionsCity Software

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

has been acquired by a portfolio company of

Atlanta, GA

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to TMX Group advisor to QuoVadis and ABRY advisor to OpenGamma advisor to Advise Technologies, LLC

14 MARCH 2019

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

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

Phoenix, AZ Salt Lake City, UT San Mateo, CA Brentwood, TN has been acquired by has completed a majority has been acquired by received a strategic recapitalization with investment from

a portfolio company of

Boston, MA and San Chicago, IL Francisco, CA Tokyo, Japan Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial Marlin & Associates acted as Marlin & Associates acted as advisor to iTransact Group, LLC advisor to BillingTree exclusive strategic and strategic and financial advisor to financial advisor to Xignite. Agilum Healthcare Intelligence

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

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

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

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

15 MARCH 2019

PEER AND INDUSTRY GROUP RECOGNITION

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

Ken Marlin Founder and Managing Partner

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

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

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

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

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

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

Note: Not a complete list. 16 MARCH 2019 MARLIN AND ASSOCIATES: WHO WE ARE

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

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

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

• 18+ years of investment banking experience • Formerly at Lehman Brothers, Bear Stearns and Houlihan Lokey • MBA, University of Virginia (Darden); BS, Birla Institute of Technology & Science

Anup Agarwal

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

Roman Brunner CEO, QuoVadis

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