Financial Technology Sector Review Technology, Media & Telecom Group │ Q3 2017

FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

www.harriswilliams.de

Harris Williams & Co. Ltd is a private limited company authorised and regulated by the Financial Conduct Authority, incorporated under English law with its registered office at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, UK, registered with the Registrar of Companies for England and Wales under company number 7078852. Directors: Mr. Ned Valentine, Mr. Paul Poggi, Mr. Thierry Monjauze and Mr. Aadil Khan.

Harris Williams & Co. Ltd Niederlassung Frankfurt (German branch) is registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Frankfurt am Main, Germany, under registration number HRB 96687, having its business address at Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany. Permanent Representative (Ständiger Vertreter) of the Branch Niederlassung: Mr. Jeffery H. Perkins. FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

HARRIS WILLIAMS & CO. OVERVIEW

KEY CONTACTS HARRIS WILLIAMS & CO. (HW&CO.) GLOBAL ADVISORY PLATFORM FINTECH KEY FACTS . Tyler Dewing Director . 25+ year history with over 120 [email protected] closed transactions in the last +1 (617) 654-2133 24 months . Scott Reinig Vice President . Over 260 professionals across [email protected] eight offices in the U.S. and +1 (617) 654-2113 Europe 2017 UNITED STATES . Strategic relationships in India . Jeff Bistrong and China Managing Director HW&Co. Office [email protected] . 10 industry groups Network Office +1 (617) 654-2102 . Mike Wilkins Managing Director HW&CO. TECHNOLOGY, MEDIA & TELECOM (TMT) GROUP FOCUS AREAS [email protected] +1 (415) 217-3411 SOFTWARE / SAAS INTERNET & DIGITAL MEDIA . Sam Hendler Managing Director . Enterprise Software . IT and Tech-Enabled . Online Marketing . eCommerce and Retail [email protected] +1 (617) 654-2117 . Data and Analytics Services . Consumer Internet . Mobile . Infrastructure and . Data Center and . Digital Media and Content EUROPE Managed Services Security Software . Thierry Monjauze Managing Director TMT VERTICAL FOCUS AREAS [email protected] +44 (0) 20 7518 8901 . Education Technology . Fintech . Professional Services . Public Sector and Non-Profit . Engineering Solutions . Healthcare IT . Human Capital . Supply Chain, Transportation, Software Management and Logistics

SELECT RECENT HW&CO. TMT TRANSACTIONS

IAM assets of

has received has received has received an has received an has received a majority has received a majority has been acquired by has beenhas acquired acquired by has been acquired by has been acquired by has been acquired by has been acquired by has been acquired by has beenhas acquired acquired by has acquired a growth has beena growth acquired by has been acquired by investment from investment from Investment from Investment from investment from investment from

Undisclosed Undisclosed Strategic Buyer Strategic Buyer

www.harrriswilliams.dew PAGE | 1 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

HW&CO. FINANCIAL TECHNOLOGY (FINTECH) TAXONOMY

HW&Co.’s fintech practice is focused on companies with software and technology core to their value proposition and market position.

ENTERPRISE & COMMERCIAL INSTITUTIONAL CONSUMER

Solutions focused on supporting B2C and B2B Solutions focused on serving the specific Solutions focused on delivering improved financial payments and financial activity, and serving the operational and compliance needs of banks, and payment experiences, personal wealth financial needs of enterprises of all sizes insurance companies, and asset managers management, and access to consumer loans

KEY FOCUS AREAS KEY FOCUS AREAS KEY FOCUS AREAS

PAYMENTS BANKING PEER-TO-PEER B2B TRANSACTIONS INSURANCE PERSONAL FINANCE FINANCIAL SOFTWARE ASSET MANAGEMENT TRADING

SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS SELECT MARKET PARTICIPANTS

SELECT HW&CO. FINANCIAL TECHNOLOGY TRANSACTIONS

Enterprise communication lifecycle SaaS solutions that automate data Youth sports management software and solutions to manage assets and collection, bookkeeping, and integrated payments solutions has been has received a minority has received a majority acquired by expenses investment from accounting processes for SMBs investment from

Integrated payments and member Integrated SaaS and payment solutions SaaS-based employee benefits management solutions for faith-based for health clubs and fitness centers management technology provider has received a majority has been has been investment from and non-profit organizations recapitalized by acquired by

Data-driven marketing and analytics SaaS solutions that enable grants, giving, SaaS solutions that manage the process tools to the automotive industry and financial management for the non- of claim to payment for physicians has been has been has been acquired by acquired by profit community acquired by

PAGE | 2 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

HARRIS WILLIAMS & CO. FINTECH ECOSYSTEM

CONSUMER PLATFORMS INSTITUTIONAL PLATFORMS ENTERPRISE & COMMERCIAL PLATFORMS Solutions focused on delivering improved financial Solutions focused on serving the specific Solutions focused on supporting B2B and payment experiences, personal wealth operational and compliance needs of payments and financial activity, and serving management, and access to consumer loans banks, insurance companies, and asset the financial needs of enterprises of all sizes managers

B2B P2P LENDING PAYMENTS

MARKETPLACE ACCOUNTING

LENDING D

P2P ATA PAYMENTS

Form of Payment A & GLOBAL

REMITTANCE NALYTICS

CONSUMER MOBILE COMMERCIAL WALLET BUSINESS

SUPPLY CHAIN CREDIT &

MONITORING Goods / Services PROCUREMENT

CapturePayment Information

CROWD SUBSCRIPTION FUNDING BILLING

UNDER- PERSONAL HR, PAYROLL, Settlement WRITING FINANCIAL & BENEFITS

MGMT D

Route ISTRIBUTED to Network TRADING ACQUIRER / PAYMENT PROCESSOR NETWORK

Authorization L INSURANCE EDGER ASSET

COMPLIANCE MANAGEMENT Transaction

Data T

& TRADING ECHNOLOGY

CORE RISK Authentication SYSTEMS MGMT

WEALTH MGMT UNDER- CORE WRITING LENDING BANK SYSTEMS

* Dotted lines represent the typical flow of payment transactions.

PAGE | 3 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

TRANSACTION SPOTLIGHT: GLOBAL PAYMENTS AND ACTIVE NETWORK

Global Payments to Acquire ACTIVE Network | August 3, 2017

. Global Payments agreed to acquire the communities and sports divisions of ACTIVE Network from Vista Equity Partners . The $1.2 billion transaction is being funded with $600 million in cash and $600 million of Global Payments’ stock, and is expected to close in Q4 2017

1 2 3 4 INDUSTRY LEADER STRATEGIC FIT LARGE MARKET VALUE CREATION

 Market leader providing  Dovetails with Global  Target market  Drive growth through cloud-based, mission Payment’s technology- encompasses more than Global Payments direct critical software solutions enabled, software driven $60 billion in volume salesforce; cross-sell payments strategy worldwide opportunities with existing  Serves over 620,000 vertical market businesses activities and 36,000  Adds new vertical markets  Market remains highly merchants with over 51 with no channel conflict fragmented and  Leverage ACTIVE Network’s million annual registrations underpenetrated development resources  High recurring revenue with and data and analytics  Strong, growing footprint long-term contracts capabilities managing software and payments in 74+ countries TRANSACTION OBSERVATIONS . While private equity investors have been active in pursuing integrated software and payment platforms, particularly vertically-focused players in highly fragmented markets, Global Payments’ purchase of ACTIVE represents one of the first vertically-focused software acquisitions of scale by a traditional payment processor . As a greater percentage of payments move online and into mobile environments, software interfaces are becoming the POS . By addressing unique workflows and driving end-customer engagement, software solutions are increasingly capturing higher payment volumes and improved economics, often on a predictable and recurring basis . Integrated software and payment vendors with strong value propositions and long-term, subscription contracts are gaining meaningful leverage in the payment processing ecosystem

PAGE | 4 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

ENTERPRISE & COMMERCIAL MARKET OBSERVATIONS1

Payment Networks Payment Processing B2B Transactions Data & Compliance Payroll & Benefits Valuations Valuations Valuations Valuations Valuations TEV / LTM Revenue TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA 10.0x 20.0x 20.0x 20.0x 50.0x

40.0x 7.5x 15.0x 15.0x 15.0x 30.0x 5.0x 10.0x 10.0x 10.0x 20.0x 5.0x 2.5x 5.0x 5.0x 10.0x

0.0x 0.0x 0.0x 0.0x 0.0x

Enterprise Value / Enterprise Value / LTM Rev. LTM EBITDA 17E EBITDA LTM Rev. LTM EBITDA 17E EBITDA 8.3x 21.3x 20.5x 5.0x 15.4x 14.0x 3.2x 13.1x 10.3x 4.9x 13.7x 13.1x 6.7x 37.3x 22.3x

Key Public Comps Key Public Comps Key Public Comps Key Public Comps Key Public Comps

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight July 26, 2017 July 21, 2017 July 25, 2017 August 2, 2017 June 19, 2017

Capital Raise: $25M Enterprise Value: $470M Enterprise Value: $850M Enterprise Value: N/A Enterprise Value: $475M Observations Observations Observations Observations Observations . Rapid global adoption of emerging . The role of traditional payment . While U.S. B2B payments have reached . Executives are increasingly leveraging . With many large and small enterprises payment technologies is accelerating processors and merchant acquirers is an estimated $18.5 trillion in annual analytics-driven data solutions to make already making the transition to SaaS- the volume of non-cash transactions to evolving rapidly as transactions volume, transaction complexity has decision-making processes more cost- based core HR, payroll, and benefit the benefit of payment networks that become increasingly digitized and resulted in payment innovation lagging efficient, flexible, and timely solutions, companies are now seeking facilitate new payment ecosystems companies seek to deliver improved the B2C market cloud-based tools that further enhance but secure omni-channel experiences . Given recent security breaches, data HR capabilities related to team . The pace of change and innovation is . As digitization increases across B2B and analytics vendors are facing management, assessments, and data- driving an increased focus on . Software vendors with integrated payment networks, emerging solutions increased consumer and regulatory driven recruiting delivering safe, simple, and secure payment capabilities are increasingly are beginning to offer end-to-end scrutiny around data privacy and transaction processing capabilities securing merchant relationships and digital enterprise payments with protection . The rapid emergence of point solutions across markets corresponding payment transaction improved visibility, compliance, and outside core HR applications is resulting fees at the expense of traditional control in renewed acquisition activity in the merchant acquirers sector as larger incumbents try to keep pace with new innovations

In The News In The News In The News In The News In The News Market Niche Focus: Who Helps Redrawing the Lines of What’s We’ve Been Breached: Inside the With Labor Laws in Flux, Here’s How Government Take Online Making the Perfect B2B Payment Possible in Payments Equifax Hack Americans Get Paid Today Payments?

PAGE | 5 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

INSTITUTIONAL AND CONSUMER MARKET OBSERVATIONS1

Banking Insurance AMT P2P Transfers Marketplace Lending Valuations Valuations Valuations Valuations Valuations TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM EBITDA TEV / LTM Revenue Price / Book Value 25.0x 30.0x 20.0x 5.0x 10.0x 20.0x 4.0x 22.5x 15.0x 7.5x 15.0x 3.0x 15.0x 10.0x 5.0x 10.0x 2.0x

5.0x 7.5x 5.0x 1.0x 2.5x

0.0x 0.0x 0.0x 0.0x 0.0x

Enterprise Value / Price / LTM Rev. LTM EBITDA 17E EBITDA Q3 '17 Book Value 17E Book Value 5.6x 15.8x 15.2x 7.3x 23.6x 22.2x 5.0x 13.5x 13.2x 4.3x 20.5x 15.5x 1.8x 1.7x

Key Public Comps Key Public Comps Key Public Comps Key Public Comps Key Public Comps

Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight Transaction Spotlight August 21, 2017 August 21, 2017 September 5, 2017 July 10, 2017 August 24, 2017

Enterprise Value: N/A Enterprise Value: $321M Enterprise Value: $705M Capital Raise: NA Capital Raise: $100M Observations Observations Observations Observations Observations . Traditional banks and financial . Insurers are increasingly embracing . Asset managers continue to adopt . As peer-to-peer transfer volume . Alternative lenders are increasingly institutions face intensifying SaaS infrastructure as regulatory hurdles software applications to modernize continues to grow, vendors are shifting away from high risk and competition from unbundled of storing data in the cloud subside service offerings, enhance client increasingly seeking opportunities to unprofitable marketplace funding consumer-facing solution vendors; engagement through better monetize scaling volumes and models toward more traditional legacy banks must either build and . Insurers continue to increase communication tools, and attract customer relationships through value balance sheet lending approaches launch digital solutions that may investment in data and analytics digitally-focused customers added services cannibalize their traditional business offerings to better underwrite risk . P2P lending platforms continue to face lines or acquire emerging challengers through improved insight into customer . Facing competition and fee . As demand for peer-to-peer transfers competition from traditional lenders to maintain a competitive advantage behavior, and automation to more compression from digital-first continues to grow, platforms have with low costs of capital and are efficiently process claims roboadvising platforms, traditional AMT increased their focus on delivering frequently turning to partnerships, . Internally, banks are adopting or providers are now adopting hybrid frictionless and secure user experiences diversified funding sources, and adding developing applications to establish . New technology platforms focused on advisory models, or a combination of to compete for market share new products to fuel growth more agile core operations in an effort user experiences continue to drive automated and professional advice, to to reduce costs customer acquisition costs down and attract and retain clients disrupt broker-driven business models In The News In The News In The News In The News In The News In B2B, High Profits Amid New (Tech) Insurtech is Targeting the Back Technology Works Best When Digital Peer-to-Peer Payments are Online Lenders Upbeat About Processes Office Combined With Human Intelligence the New Norm Turnaround Progress, but Worries Linger

PAGE | 6 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

SELECT FINTECH M&A TRANSACTIONS1

Announced: September 25, 2017 Hellman & Friedman’s acquisition of Nets Group SUBSECTOR . Nets Group operates an international network to facilitate digital payments . Headquartered in Denmark, the Company operates three distinct business lines, namely financial and network services, corporate services, and merchant services and processes over 2.7 billion transactions annually Ent. Value: $6.3B EV / Revenue: 5.6x . The transaction comes roughly a year after Nets Group’s $4.5 billion IPO and represents continued private Revenue: $1.1B EV / EBITDA: 15.2x PAYMENT equity interest in the company, having previously been backed by Bain Capital and Advent International PROCESSING

Announced: September 7, 2017 Francisco Partners’ majority investment in NMI . NMI is a provider of payments enablement technology for ISOs, VARs, ISVs, and payment facilitators . The Company’s branded payment gateway services allow companies to promote their own brands, establish pricing, and control the customer experience . The majority investment will provide NMI with new capital to drive product innovation and expansion of its Ent. Value: NA EV / Revenue: NA enablement capabilities PAYMENT Revenue: NA EV / EBITDA: NA PROCESSING

Announced: September 5, 2017 Nasdaq’s acquisition of eVestment . eVestment provides a suite of cloud-based solutions for institutional investment managers . The Company’s proprietary database delivers screening, analytics, and insight tools delivered through a diverse set of specialized applications to financial advisors, banks, consultants, and asset managers . Post-acquisition, eVestment will strengthen Nasdaq’s Global Information Services business by broadening its Ent. Value: $705M EV / Revenue: NA DATA & Revenue: NA EV / EBITDA: NA reach to buy-side investors and diversifying off of exchange services ANALYTICS

Announced: August 3, 2017 Blackstone’s acquisition of Paysafe . Paysafe is a U.K. based provider of payments processing solutions for businesses and consumers with an emphasis on mobile and online transactions . The Company processed over $48 billion in transaction volume in 2016 across 200 payment types and 40 Ent. Value: $3.9B EV / Revenue: 3.7x currencies around the world PAYMENT Revenue: $1.1B EV / EBITDA: 12.6x The acquisition represents continued interest in digital payments technology companies with solutions like . PROCESSING mobile wallets that facilitate seamless e-commerce transactions as more transaction volume moves online

Announced: July 4, 2017 Vantiv’s acquisition of WorldPay . Worldpay is a payment processing company that specializes in e-commerce transactions and online payment gateway technologies . The Company has a substantial global presence and breadth of technology solutions and processes payments for over 400,000 businesses in 126 countries across the globe Ent. Value: $11.2B EV / Revenue: 7.4x PAYMENT Revenue: $1.5B EV / EBITDA: 17.7x Vantiv’s acquisition follows a trend of consolidation within the industry as payments move online, compelling . PROCESSING traditional processors to seek leading digital solutions to maintain market share and fuel continued growth

PAGE | 7 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

FINTECH ACQUISITION ACTIVITY

MOST ACTIVE STRATEGIC ACQUIRERS OF FINTECH ASSETS BY VOLUME4

YTD 2017 . The 10 most active strategic fintech 2016 consolidators have acquired over 2015 150 companies since 2012. 1 2014 . YTD 2017 this group has completed 2 1 2013 20 acquisitions, and is on pace with 2012 3 4 2 2016 activity. 6 3 2 2 1 1 . While larger transactions in 2016 2 2 1 4 3 3 were expected to sideline several 7 2 2 3 4 of the most active strategic 2 2 2 4 acquirers in 2017, IHS Markit and 7 2 2 5 7 4 Global Payments both completed 6 4 1 4 transformative acquisitions in 3Q 1 6 3 1 2 2017. 2 2 1 1 1 4 5 4 4 2 1 1 2 1 1

GLOBAL FINANCIAL SOFTWARE M&A ACTIVITY4

. Across financial software, there Private Equity were 113 M&A transactions Strategic closed in 3Q 2017, with buyout and growth equity control transactions representing 29% of total deal volume. . Strategic acquirers continue to demonstrate strong interest in 58 67 81 71 86 86 69 82 63 68 78 80 financial software, with large, 63 established vendors targeting assets that reduce the threat of disintermediation, expand technology-oriented solution offerings, and drive internal operational efficiencies. 32 43 50 32 40 43 53 46 41 35 44 32 33

Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 Q1-17 Q2-17 Q3-17

PAGE | 8 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

ENTERPRISE & COMMERCIAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE ENTERPRISE & COMMERCIAL SOLUTION PROVIDERS

Payments Other E&C Financial Software Payment Processing & Networks B2B Transactions Financial Software Payment Networks Transfers & Remittance Data & Compliance

Procurement & Supply Chain

Traditional Payment Processors Real Estate & Leasing To receive the latest Financial Technology market maps, pleaseBill contact Payment HW&Co. at [email protected] SMB Marketplace Lending

Payment Gateways / ISOs Subscription Billing / RCM Accounting & Tax

HR / Payroll / Benefits

Vertical Specific Payments EDI See Next Page for Vertical Payments Market Map Detail

PAGE | 9 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

VERTICAL SPECIFIC PAYMENTS SOLUTIONS - LANDSCAPE

REPRESENTATIVE VERTICALLY-FOCUSED INTEGRATED SAAS AND PAYMENTS PROVIDERS

EDUCATION REAL ESTATE KEY THEMES FOR VERTICAL- SPECIFIC PAYMENTS

. Emergence of digital RECREATION payment gateways and / WELLNESS LEGAL card not present transactions.

. Software vendor addition of payment facilitator (PayFac) models.

NON-PROFIT To receive the latest Financial Technology marketHEALTHCARE . Increasing subscription and maps, please contact HW&Co. at recurring payments in B2C [email protected] and B2B environments.

. Time sensitive and/or convenience driven.

. Payment processing bundled with software- EVENTS OTHER based sale.

. Regulatory specific reporting and compliance.

PARKING GOVERNMENT . Meaningful payment processing volumes. HOSPITALITY / TRAVEL

Note: Logos are representative of vertical participants and not comprehensive.

PAGE | 10 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

ENTERPRISE & COMMERCIAL SOLUTIONS – TRADING COMPARABLES

VALUATION1 As of September 30, 2017 ($ in millions) Fintech Enterprise Market % of 52 1-Year Stock 3-Year Stock Revenue Growth LTM EBITDA Enterprise Value / Price / Sub-Vertical Company Ticker Value Capitalization Week High Performance Performance LTM NTM Margin LTM Rev. 17E Rev. LTM EBITDA 17E EBITDA Earnings

Payments Visa V $261,193 $235,083 98.5% 27.3% 100.4% 23.4% 12.1% 68.9% 14.7x 14.1x 21.3x 20.0x 40.5x Payment Mastercard MA $149,709 $148,144 98.3% 38.7% 92.6% 12.1% 17.6% 58.2% 13.1x 12.2x 22.5x 21.0x 35.0x Networks American Express AXP $105,812 $80,851 99.7% 41.3% 5.4% (5.7%) 0.8% 34.3% 3.1x 3.2x 9.1x NA 18.5x Discov er Financial Serv ices DFS $38,393 $24,009 86.7% 14.0% 1.5% 7.5% (6.1%) NA 3.5x 3.9x NA NA 11.1x First Data Corporation FDC $37,701 $6,856 94.0% 37.1% NA 1.0% 6.7% 23.6% 3.2x 3.1x 13.6x 12.3x 30.6x Alliance Data Systems ADS $31,576 $12,292 83.2% 3.3% (8.7%) 9.6% 14.0% 24.3% 4.3x 4.0x 17.5x 16.1x 25.2x Cielo CIEL3-BR $21,639 $18,879 78.6% (16.7%) (23.8%) 12.7% 10.7% 45.0% 5.9x 5.6x 13.1x 13.0x 14.8x Payment Global Payments GPN $18,490 $14,491 96.8% 23.8% 176.3% NA 13.1% 32.4% 5.5x 5.3x 17.1x 16.2x 67.9x Processing Vantiv VNTV $15,176 $11,458 96.3% 25.2% 128.7% 16.4% 39.4% 54.3% 9.3x 7.2x 17.1x 15.0x 54.6x Total System Serv ices TSS $14,861 $12,068 92.7% 38.9% 114.3% (1.0%) 6.9% 33.3% 4.5x 4.4x 13.6x 12.6x 31.8x Euronet Worldwide EEFT $4,945 $4,980 95.2% 15.8% 102.9% 10.0% 13.9% 16.8% 2.4x 2.3x 14.3x 12.2x 30.7x Payments Median $31,576 $14,491 95.2% 25.2% 96.5% 9.8% 12.1% 33.8% 4.5x 4.4x 15.7x 15.0x 30.7x

B2B Transactions Transfer/Remit Western Union WU $11,631 $8,909 84.6% (7.8%) 20.5% (0.4%) 1.7% 24.2% 2.1x 2.1x 8.9x 8.9x 49.2x Open Text Corporation OTEX-CA $10,362 $8,496 91.3% (0.4%) 17.4% 25.6% 18.6% 33.3% 4.5x 4.1x 13.6x 11.8x 7.5x eInvoicing, EDI, RCM Basware BAS1V-FI $698 $681 93.1% 6.8% (3.7%) 0.6% 16.9% 10.1% 4.3x 3.9x 42.4x NM NA Cass Information Systems CASS-US $417 $711 84.8% 12.0% 54.0% 6.9% NA 24.2% 3.2x NA 13.1x NA 28.1x B2B Transactions Median $5,530 $4,603 88.0% 3.2% 19.0% 3.7% 16.9% 24.2% 3.7x 3.9x 13.4x 10.3x 28.1x

Financial Software Automatic Data Processing ADP $48,446 $48,584 89.8% 23.9% 53.1% 6.1% 7.1% 22.1% 3.9x 3.8x 17.7x 18.0x 28.4x Paychex PAYX $21,353 $21,503 95.1% 3.6% 37.9% 5.6% 6.1% 43.7% 6.7x 6.6x 15.4x 15.1x 26.6x Payroll & Benefits Ultimate Software Group ULTI $5,705 $5,655 81.2% (7.2%) 40.1% 23.0% 25.0% 7.6% 6.6x 6.1x 87.8x 26.7x 193.5x Paylocity Holding PCTY $2,536 $2,526 98.3% 9.8% 146.8% 30.0% 30.0% 9.4% 8.5x 7.6x 89.5x 39.6x 406.8x WageWorks WAGE $1,813 $2,410 75.4% (0.3%) 35.9% 27.5% 18.7% 23.1% 4.2x 3.8x 18.1x 12.6x 55.7x Paycom Software PAYC-US $4,375 $4,466 97.7% 49.5% 365.6% 34.6% 33.7% 20.2% 11.4x 10.1x 56.4x 35.3x 81.5x Thomson Reuters TRI $39,796 $32,817 94.5% 10.9% 26.1% (7.3%) 6.1% 28.2% 3.6x 3.5x 12.8x 11.7x 33.9x Data & Moody's MCO $28,711 $26,589 99.5% 28.6% 50.3% 11.3% 13.0% 47.9% 7.5x 7.1x 15.6x 15.0x 56.8x Compliance Experian EXPN-GB $22,034 $18,626 91.0% 0.3% 28.2% (4.7%) 8.8% 35.0% 5.1x 4.9x 14.5x 13.8x 20.9x Equifax EFX $15,409 $12,758 72.1% (21.2%) 44.4% 12.0% 7.7% 36.9% 4.7x 4.6x 12.8x 12.4x 22.5x TransUnion TRU $11,270 $8,597 95.6% 37.0% NA 12.2% 10.1% 36.4% 6.2x 6.0x 17.2x 15.3x 40.7x Fleet Dun & Bradstreet DNB $5,636 $4,302 84.6% (14.8%) (0.7%) 2.3% 5.5% 28.6% 3.3x 3.2x 11.5x 11.3x 38.0x Payments FleetCor Technologies FLT $17,655 $14,279 87.7% (10.9%) 11.3% 20.2% 17.4% 51.7% 8.6x 7.9x 16.6x 14.1x 30.6x WEX WEX $7,011 $4,815 91.3% 3.8% 4.0% 33.6% 11.0% 36.2% 6.0x 5.8x 16.5x 14.2x 67.6x Financial Software Median $13,339 $10,677 91.1% 3.7% 37.9% 12.1% 10.5% 31.8% 6.1x 5.9x 16.5x 14.6x 39.4x

PAGE | 11 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

ENTERPRISE & COMMERCIAL SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

Announced Date Target/Issuer Buyer Description Enterprise Value ($m) 09/28/2017 Presto Sports Clubessential Provider of web-based software solutions for college athletics departments. NA

09/26/2017 Nets Hellman & Friedman Provider of digital payment technology and services. NA

09/17/2017 Anovia Payments LLC Waud Capital Partners LLC Provider of payment processing software and services. NA

09/07/2017 NMI Francisco Partners Provider of an e-commerce payment gateway and value-added services. NA

08/29/2017 eCommission Financial Services, Inc. Lightyear Capital LLC Provider of commission payments technology for real estate agents. NA

08/03/2017 PaySafe Blackstone; CVC Capital Partners Provider of online payment gateways and integrated payment solutions. $3,900

08/03/2017 Active Network (Communities & Sports) Global Payments, Inc. Provider of activity and member management software. $1,207

08/02/2017 Paperless Sovos Compliance Provider of electronic reciepts and document management services. NA

08/02/2017 Medius AB Marlin Equity Partners Provider of cloud-based accounts payable automation software. NA

07/25/2017 Intacct Corp. The Sage Group Plc Provider of cloud-based accounting and finance software. $850

07/21/2017 Delta Card Services, Inc. Paysafe Group Plc Provider of payment processing services. $470

07/04/2017 Worldpay Group Plc Vantiv, Inc. Provider of payment processing technology. $11,170

06/28/2017 Banks Sadler American Express Provider of event management and venue search services. NA

06/28/2017 PayLease Vista Equity Partners Provider of online payment, billing, and utility expense management software. NA

06/19/2017 CareerBuilder Apollo Global Management Provider of end-to-end human capital management software and services $627

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS4

Announced Date Target/Issuer Investor(s) Description New Money ($m) 09/28/2017 Bill4Time Alpine Investors Provider of cloud-based time and billing software. NA

09/28/2017 EventBrite Square Provider on online ticketing and event management platform. $25

09/27/2017 Kyriba Sumeru Equity Partners Provider of treasury and cash management software. $45

09/27/2017 Siigo A-KKR Provider of accounting and administrative software. NA

09/22/2017 Apttus K1 Capital; Salesforce Provider of cloud-based quote-to-cash software solutions. $55

09/21/2017 ActiveHours Andreessen Horowitz Provider of payment advance platform for workers. $39

09/19/2017 GoCardless Accel Partners Provider of ecommerce payments solutions. $23

09/15/2017 High Radius Susquehanna Growth Equity Provider of cloud-based recievables platform. $50

09/13/2017 Braavo Mark 2 Capital Provider of alternative lending solutions for startups. $70

09/07/2017 Pineapple Payments Providence Equity Partners Provider of integrated payment technologies to improve customer experiences. $35

09/05/2017 Gather Vista Equity Partners Provider of mobile-based event management and payments solutions. $55

08/15/2017 Billing Platform Columbia Capital Provider of quote-to-cash billing software. $4

08/02/2017 Bread Operations Bessemer Venture Partners Provider of ecommerce consumer engagement and payment software solutions. $126

07/31/2017 RentMoola TriView Capital Provider of online rent payment platform. $5

07/26/2017 Marqeta Visa Provider of open-API payment processing services. $25

* “NM” indicates transaction value below $1 million. PAGE | 12 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

INSTITUTIONAL SOLUTIONS – LANDSCAPE

REPRESENTATIVE INSTITUTIONAL SOLUTION PROVIDERS

Banking Insurance Asset Management & Trading Core Systems Technology & Underwriting Trading, Wealth & Risk Management

Lending & Workflow

Alternative Lending To receive the latest Financial Technology market maps, please contact HW&Co. at

Lead Generation [email protected]

Networking & Collaboration Lead Generation & CRM Compliance & Reporting

Compliance & Analytics

Multi-Vertical Institutional Solutions Data & Analytics Distributed Ledger Exchanges

PAGE | 13 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

INSTITUTIONAL SOLUTIONS – TRADING COMPARABLES

Banking Fidelity National Information Serv ices FIS $40,232 $31,044 99.6% 21.2% 67.7% 17.8% (0.8%) 33.4% 4.3x 4.4x 12.9x 13.2x 46.7x Fiserv FISV $32,336 $27,142 99.5% 29.6% 100.5% 4.0% 6.9% 33.9% 5.8x 5.6x 17.1x 15.6x 31.5x Jack Henry & Associates JKHY $7,979 $7,960 93.7% 20.2% 85.5% 5.6% 7.3% 35.2% 5.6x 5.5x 15.8x 15.4x 32.7x Temenos Group TEMN-CH $7,674 $7,234 97.5% 61.7% 172.9% 12.4% 16.5% 53.2% 11.5x 10.7x 21.6x 29.6x 55.1x Core Systems CoreLogic CLGX $5,531 $3,912 96.3% 17.8% 72.8% 10.5% (0.6%) 22.8% 2.9x 3.0x 12.7x 11.7x 41.7x Oracle Financial Serv ices 532466-IN $4,281 $4,741 90.1% 14.7% (1.9%) 5.6% 14.6% 40.9% 6.4x 6.0x 15.6x 15.2x 25.5x ACI Worldwide ACIW $3,271 $2,689 92.4% 17.5% 23.7% 3.9% 2.0% 22.3% 3.2x 3.2x 14.2x 13.3x 103.5x Q2 Holdings QTWO $1,629 $1,720 99.6% 45.3% 189.6% 34.7% 34.5% NM 9.4x 8.4x NM NM NA Bottomline Technologies EPAY $1,262 $1,286 98.5% 36.6% 17.6% 1.8% 9.4% 9.5% 3.6x 3.5x 37.9x 15.1x NA Banking Median $4,906 $4,327 97.5% 21.2% 72.8% 5.6% 7.3% 33.4% 4.9x 5.5x 15.6x 15.1x 41.7x

Insurance Guidewire Software GWRE $5,292 $5,840 95.6% 29.8% 78.7% 21.2% 23.6% 9.2% 10.3x 9.5x NM 41.4x 556.1x Technology & Underwriting Ebix EBIX $2,336 $2,052 99.8% 14.8% 372.8% 14.4% 20.3% 36.2% 7.3x 6.7x 20.1x 19.4x 21.3x Sapiens International SPNS $641 $647 82.6% 3.4% 79.6% 17.4% 24.1% 9.9% 2.7x 2.4x 27.1x 22.2x 188.6x Insurance Median $2,336 $2,052 95.6% 14.8% 79.6% 17.4% 23.6% 9.9% 7.3x 6.7x 23.6x 22.2x 188.6x

Asset Management & Trading RELX REL-GB $51,521 $23,411 97.3% 15.6% 38.5% 0.6% 10.5% 33.9% 5.5x 5.2x 16.3x 15.0x 25.8x Thomson Reuters TRI-CA $39,796 $32,817 94.5% 10.9% 26.1% (7.3%) 6.1% 28.2% 3.6x 3.5x 12.8x 11.7x 33.9x Moody's MCO $28,711 $26,589 99.5% 28.6% 50.3% 11.3% 13.0% 47.9% 7.5x 7.1x 15.6x 15.0x 56.8x MSCI MSCI $12,047 $10,528 98.6% 39.3% 151.1% 7.9% 12.3% 50.7% 10.1x 9.5x 19.8x 18.3x 37.7x Data & Analytics SS&C Technologies SSNC $10,690 $8,248 99.1% 24.9% 86.8% 25.3% 9.4% 36.5% 6.7x 6.4x 18.3x 15.6x 42.7x FactSet Research Systems FDS $7,488 $7,065 97.8% 11.1% 49.5% 8.3% 11.2% 32.8% 6.1x 5.9x 18.7x 17.6x 21.1x Dun & Bradstreet DNB $5,636 $4,302 84.6% (14.8%) (0.7%) 2.3% 5.5% 28.6% 3.3x 3.2x 11.5x 11.3x 38.0x Fair Isaac Corporation FICO $5,009 $4,304 95.6% 12.8% 154.8% 4.2% 8.4% 22.0% 5.5x 5.3x 24.9x 17.7x 37.8x DST Systems DST $3,936 $3,321 87.2% (6.9%) 33.0% (16.0%) 14.9% 22.2% 2.1x 2.0x 9.6x 9.2x 11.2x Broadridge Financial Solutions BR $10,594 $9,414 98.5% 19.2% 96.3% 44.2% 1.6% 18.6% 2.5x 2.5x 13.5x 14.2x 29.9x AMT Fidessa group FDSA-GB $1,080 $1,166 87.7% (3.4%) (16.9%) (2.4%) 8.1% 30.5% 2.4x 2.3x 7.9x 9.0x 22.3x Asset Management & Trading Median $10,594 $8,248 97.3% 12.8% 49.5% 4.2% 9.4% 30.5% 5.5x 5.2x 15.6x 15.0x 33.9x

PAGE | 14 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

INSTITUTIONAL SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

Announced Date Target/Issuer Buyer Description Enterprise Value ($m) 09/06/2017 Prima Solutions The Carlyle Group Provider of software solutions for insurance providers. NA

09/05/2017 eVestment Alliance LLC Nasdaq, Inc. Provider of data and analytics platform for institutional investors. $705

08/31/2017 Velocify, Inc. Ellie Mae, Inc. Provider of sales software for mortgage providers. $128

08/21/2017 Sequel Business Solutions Ltd. Verisk Analytics, Inc. Provider of commercial and specialty insurance software. $321

08/21/2017 Dovetail Systems, Inc. Fiserv, Inc. Provider of payment processing systems for banks. NA

06/28/2017 LoyaltyExpress New Capital Partners Provider of marketing automation and cloud-based CRM solutions for banks. NA

06/27/2017 Cachematrix Holdings BlackRock Provider of SaaS-based cash management and liquidity solutions for financial institutions. NA

05/30/2017 Comergence Compliance Monitoring Optimal Blue Provider of compliance and risk software for mortgage lenders. NA

05/17/2017 OTAS Technologies Liquidnet Provider of a cloud-based platform to provide pre-trade and market analyses of stocks. NA

05/15/2017 Bureau van Dijk Moody's Provider of private company information and corporate ownership data. $3,330

05/10/2017 Ancoa Software Cinnober Financial Technology Provider of surveillance and analytics for exchanges, regulators, and financial institutions. NA

05/09/2017 Matchi Holdings KPMG International Provider of a matchmaking platform to connect institutions with FinTech services. NA

05/03/2017 BrightClaim Genpact Provider of integrated claims solutions to the property and casualty insurance market. NA

05/02/2017 Supernal Software Ncontracts Provider of risk management software for financial institutions. NA

04/12/2017 BeesPath Accenture Provider of an online management platform to deliver secure communications services. NA

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS4

Announced Date Target/Issuer Investor(s) Description New Money ($m) 09/27/2017 LendKey North Atlantic Capital; DFJ; Updata Provider of cloud-based lending solutions for financial institutions. NA

09/11/2017 Applied Systems Stone Point Capital Provider of cloud-based insurance systems management and automation software. NA

08/24/2017 Blend Greylock Partners Provider of an online lending platform for consumers. $100

08/11/2017 Coinbase Battery Ventures Provider of a digital currency platform for bitcoin transactions $108

08/08/2017 Guideline Felicis Provider of 401(k) software solutions for SMBs. $15

08/02/2017 PeerIQ Heast; TransUnion Provider of data and analytics for marketplace lending securitization. $12

07/27/2017 Star Compliance Luminate Capital Provider of enterprise compliance and regulatory software. NA

07/12/2017 Bestow New Enterprise Associate Provider of on-demand life insurance platform. $3

06/12/2017 Next Insurance Munich Re Provider of an online small business insurance marketplace. $35

06/02/2017 Coverfox Accel Partners Provider of an online insurance marketplace. $15

05/24/2017 R3 Bank of America Merrill Lynch Provider of a distributed ledger operating system for the financial services industry. $107

05/23/2017 Nomis Solutions Accenture Provider of profit-based pricing and profitability management services. $8

05/23/2017 Carpe Data Aquiline Capital Partners Provider of predictive scoring and data products for insurers. $7

05/17/2017 Neighborly 8VC Provider of a crowd funding platform allowing retail investors to access municipal bonds. $26

05/16/2017 Symphony Communication Services BNP Paribas Provider of an open source secure communication and workflow platform. $63

* “NM” indicates transaction value below $1 million. PAGE | 15 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

CONSUMER SOLUTIONS – LANDSCAPE

REPRESENTATIVE CONSUMER SOLUTION PROVIDERS

Peer to Peer Personal Finance P2P Payments & Transfers Personal Finance & Roboadvising

P2P and MarketplaceTo receive Lending the latest Financial TechnologyMobile market Wallets and Gateways maps, please contact HW&Co. at [email protected]

Crowdfunding Credit Monitoring & Protection

PAGE | 16 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

CONSUMER SOLUTIONS – TRADING COMPARABLES

Peer to Peer PayPal PYPL $73,705 $76,989 98.1% 56.3% NA 15.9% 26.4% 19.9% 6.4x 5.7x 32.1x 22.1x 51.2x Western Union WU $11,631 $8,909 84.6% (7.8%) 20.5% (0.4%) 1.7% 24.2% 2.1x 2.1x 8.9x 8.9x 49.2x P2P Transfers Square SQ $10,250 $7,257 99.3% 147.1% NA 24.9% (39.8%) 1.2% 5.4x 10.9x NM 77.5x NA Green Dot Corporation GDOT $2,017 $2,502 98.7% 115.0% 139.4% 13.5% 17.2% 17.4% 2.5x 2.3x 14.6x 10.2x 42.7x Marketplace LendingClub LC $1,629 $2,505 89.8% (1.5%) NA (0.7%) (38.5%) NM 1.4x 2.7x NM 28.7x NA Lending On Deck Capital ONDK $957 $342 79.4% (18.1%) NA 26.8% 10.2% NM 2.8x 2.7x NM NM NA Peer to Peer Median $2,019 $2,505 89.9% 56.3% 28.9% 13.5% 1.8% 17.4% 2.5x 2.7x 13.5x 16.1x 46.0x

Personal Finance & Mobile Wallets Personal Fin. Intuit INTU $36,810 $36,242 96.9% 29.2% 65.8% 10.3% 11.6% 31.5% 7.1x 6.8x 22.6x 18.0x 40.8x Apple AAPL $838,167 $796,065 93.4% 36.3% 55.4% 2.0% 18.0% 31.0% 3.8x 3.5x 12.1x 11.3x 17.5x Mobile Microsoft MSFT $539,132 $573,740 98.1% 29.3% 62.3% 5.5% 19.2% 37.2% 6.0x 5.4x 16.2x 13.8x 27.5x Wallets Amazon.com AMZN $475,152 $461,813 88.7% 14.8% 202.8% 24.4% 31.5% 8.3% 3.2x 2.8x 38.1x 25.9x 244.0x Facebook FB $468,785 $405,019 97.4% 33.2% 123.2% 49.7% 44.0% 54.6% 14.1x 12.0x 25.9x 18.9x 38.9x Personal Finance & Mobile Wallet Median $475,152 $461,813 96.9% 29.3% 65.8% 10.3% 19.2% 31.5% 6.0x 5.4x 22.6x 18.0x 38.9x

PAGE | 17 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

CONSUMER SOLUTIONS – TRANSACTION ACTIVITY

SELECT RECENT M&A TRANSACTIONS1

Announced Date Target/Issuer Buyer Description Enterprise Value ($m) 08/30/2017 CashStar, Inc. Blackhawk Network, Inc. Provider of cloud-based digital gift card marketplace. $175

03/29/2017 GiveForward YouCaring Provider of an online fundraising platform. NA

03/27/2017 Fit Pay NXT-ID Provider of a contactless payments platform for wearables and IoT devices. NA

03/01/2017 OrderAhead Square Provider of a mobile application for on-demand delivery of food. NA

02/22/2017 Tilt.com Airbnb Provider of a social crowdfunding platform. $62

02/01/2017 ZenBanx Holding Social Finance Provider of an international, multi-currency mobile banking platform. $100

01/30/2017 UniRush Green Dot Provider of prepaid debit card solutions. $151

12/13/2016 AFJC Credit Karma Provider of online individual tax filing services. NA

11/20/2016 LifeLock Symantec Provider of theft identity protection services. $2,096

11/18/2016 Cookies Labs Klarna Provider of a mobile application for peer-to-peer payments. NA

11/16/2016 Iron Horse Holdings LendingTree Provider of online credit card comparison, education, monitoring, and management. $130

10/18/2016 KountMoney Lendingkart Provider of data analytics to the P2P personal loan industry. NA

10/13/2016 RoboVest InvestView Provider of online trading and brokerage applications. NA

10/06/2016 Paribus Capital One Provides online consumer banking services. NA

10/03/2016 Boltmade Shopify Provider of consumer centric software for the retail industry. NA

SELECT RECENT PRIVATE PLACEMENT TRANSACTIONS4

Announced Date Target/Issuer Investor(s) Description New Money ($m) 09/28/2017 Feidee KKR Provider of mobile applications for personal financial management. $200

09/27/2017 Chime Cathay Capital Provider of mobile-first banking solutions. $18

09/22/2017 Prosper LPG Capital Provider of peer-to-peer lending marketplace. $50

09/11/2017 TNG FinTech Group New Margin Provider of digital wallet solutions for un-banked consumers. $115

08/29/2017 RealtyShares General Catalyst; Union Square Ventures Provider of a real estate crowdfunding platform. $28

08/14/2017 Personal Capital IGM Financial Provider of online wealth management software. $40

08/04/2017 Ellevest Rethink Impact Provider of online investment platform specifically for women consumers. $35

07/21/2017 Betterment Bessemer Venture Partners Provider of online investment advisory services. $70

07/20/2017 Acorns Bain Capital Ventures Provider of automated investment solutions for consumers. $40

07/10/2017 Azimo Greycroft Partners Provider of an online international money transfer platform. NA

05/18/2017 Paytm SoftBank Group Provider of a mobile and eCommerce platform for bill payment services. $1,400

05/16/2017 LevelUp JP Morgan Provider of a mobile payment network connecting consumers and merchants. $50

05/11/2017 Wealthsimple Power Financial Provider of low-fee, long-term investment management services. $51

04/26/2017 Robinhood New Enterprise Associates Provider of a mobile stock trading application for consumers. $110

04/13/2017 College Ave Student Loans Comcast Ventures Provider of an online student loan platform. $30

* “NM” indicates transaction value below $1 million. PAGE | 18 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

SUMMARY OF TECHNOLOGY IPOS

RECENT U.S. IPO ACTIVITY (BY OFFERING SIZE) 1

$0 - 50M $50 - 100M $100 - 250M $250M + . Technology companies’ share of U.S. IPOs has fallen to a seven-year low, boding 18 poorly for investors who have injected billions into privately-held companies

15 anticipating public liquidity. . Record valuation levels in the private markets, particularly for high quality 11 11 software assets, have presented a 9 compelling alternative to the IPO market as 8 shareholders seek liquidity. 7 6 5 5 4 3 2 1 0

1Q-14 2Q-14 3Q-14 4Q-14 1Q-15 2Q-15 3Q-15 4Q-15 1Q-16 2Q-16 3Q-16 4Q-16 1Q-17 2Q-17 3Q-17

2014 Total: 47 2015 Total: 31 2016 Total: 15 2017 YTD Total: 12

OFFERING SIZE AT IPO (LTM) 1 MARKET CAP AT IPO (LTM) 1 REVENUE GROWTH (1YR PRIOR TO IPO) 1

(All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months) (All tech IPOs over the last 12 months)

$0 - 50M $50 - 100M $100 - 250M $250M + $0-50M $50-500M $500M-$1B $1B+ < 25% 25 - 75% > 75%

13% 21% 25% 25% 6% 29%

46%

33%

56% 46%

PAGE | 19 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

KEY PERFORMANCE METRICS FOR RECENT SOFTWARE IPOS1

250.0%

150.0% 115.3% 85.7% 84.3% 86.6% 70.3% 17.7% 57.2% 49.3% 59.4% Growth 43.2% 33.4% 20.5% 31.5% 50.0% 9.1% 2.9%

% Revenue% (50.0%)

(150.0%)

150.0% 137.2% 127.4% 125.0% 120.2% 100.7% 100.0% 73.1% 75.0% 65.9% 45.5% 50.0% 39.9% 22.3% 25.0% 15.4% 18.5% 10.8% 9.5% 1.1% 0.0% (1.4%) (25.0%)

(50.0%)

Stock Performance Stock (75.0%)

(100.0%)

(125.0%)

(150.0%) Circle Size Denotes Revenue ($)

IPO DATE 7/28/16 9/15/16 9/22/16 9/29/16 10/5/16 10/27/16 12/15/16 3/9/17 3/16/17 3/24/17 4/6/17 4/27/17 5/25/17 6/7/17 10/5/17

OFFER PRICE $18.0 $12.0 $16.0 $16.0 $18.0 $17.0 $11.0 $14.0 $17.0 $14.0 $17.0 $15.0 $12.0 $11.0 $17.0

MARKET CAP AT OFFER ($M) $503.5 $323.1 $596.6 $1,958.5 $866.0 $838.6 $287.2 $1,240.6 $2,141.9 $662.5 $187.0 $1,921.0 $75.0 $100.2 $531.3

OFFERING SIZE ($M) $94.5 $90.0 $96.0 $237.9 $133.2 $146.2 $287.2 $233.3 $221.0 $126.0 $187.0 $225.0 $75.0 $30.8 $531.3

OFFER TO CURRENT 127.4% 120.2% 15.4% 39.9% 73.1% 100.7% (1.4%) 1.1% 18.5% 45.5% 65.9% 10.8% 137.2% 22.3% 9.5%

PAGE | 20 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

DEBT MARKET OVERVIEW

MIDDLE MARKET LBO LOAN MULTIPLES2,3 MIDDLE MARKET LBO VOLUME BY QUARTER2,3

Defined as Issuers with EBITDA of $50 Million or Less Defined as Issuers with EBITDA of $50 Million or Less . Median middle market LBO loan FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA Institutional Pro Rata multiples through 3Q $2.7B 2017 increased slightly to 5.5x leverage. 5.6x 5.5x 5.3x 5.3x 5.3x . Middle market LBO 4.7x 4.7x 4.8x $2.0B loan volume 4.5x 4.5x $1.8B $1.9B 4.3x 4.2x 4.3x $1.8B increased to $2.7 4.0x 3.8x 3.8x billion in 3Q 2017, $1.6B$1.5B 3.4x representing a three 3.3x $1.2B year high. $1.2B $1.1B $0.9B $0.9B $0.7B

$0.4B

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 3Q'17 2Q'14 3Q'14 4Q'14 1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 2Q'17 3Q'17

LBO LOAN VOLUME BY INDUSTRY2,3 MEDIAN LBO DEBT PERCENTAGES4

Percentage of Total Purchase Price . Technology 2017 YTD New Issue LBO Loans companies were the Healthcare second largest 30.4% recipients of middle market LBO loans Technology 19.0% 60% 58% through 3Q 2017, 57% 56% representing 19.0% of 54% 55% 54% 55% Retail 50% new issuance. 13.1% 50% . Median LBO debt percentages Home Furnishings 9.2% increased to 55% of total purchase price Services & Leasing 9.0% through 3Q 2017.

Restaurants 5.4%

Other 13.9% 2008 2009 2010 2011 2012 2013 2014 2015 2016 3Q'17

PAGE | 21 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

SELECT HW&CO. TMT TRANSACTIONS

majority investment growth Investment majority investment majority investment acquired acquired by acquired by investment from acquired by acquired by acquired by acquired by acquired acquired by acquired by from from from from

Undisclosed Undisclosed Buyer Buyer

B2C

recapitalized by acquired by acquired acquired by acquired by acquired by acquired by acquired by acquired by recapitalized by acquired by acquired by acquired by acquired by acquired by

acquired a majority majority investment minority investment acquired by acquired by acquired by acquired by acquired by acquired by investment from recapitalized by acquired by acquired by merged with acquired by stake in from from

a portfolio company of strategic investment significant equity growth equity acquired by merged with acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by from investment from investment from

recapitalized by management

acquired by

significant equity acquired by acquired by acquired by acquired by acquired by acquired by acquired by majority recapitalized by acquired by acquired by acquired by acquired by investment from recapitalization by and

significant equity minority investment minority investment acquired acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by investment from from from

GFI Energy Group a division of

acquired by acquired by strategic investment acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by acquired by from and and

PAGE | 22 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

OUR FIRM

Harris Williams & Co. has a broad range of industry expertise, which create powerful opportunities. Our clients benefit form our deep-sector experience, integrated industry intelligence and collaboration across the firm, and our commitment to learning what makes them unique. For more information, visit our website.

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PAGE | 23 FINANCIAL TECHNOLOGY SECTOR REVIEW TECHNOLOGY, MEDIA & TELECOM GROUP │ Q3 2017

HARRIS WILLIAMS & CO.

SOURCES

1. FactSet.

2. PNC Capital Markets.

3. S&P LCD stats.

4. PitchBook.

DISCLOSURES

Harris Williams & Co. (www.harriswilliams.de) is a preeminent middle market investment bank focused on the advisory needs of clients worldwide. The firm has deep industry knowledge, global transaction expertise, and an unwavering commitment to excellence. Harris Williams & Co. provides sell-side and acquisition advisory, restructuring advisory, board advisory, private placements, and capital markets advisory services.

THIS REPORT MAY CONTAIN REFERENCES TO REGISTERED TRADEMARKS, SERVICE MARKS AND COPYRIGHTS OWNED BY THIRD-PARTY INFORMATION PROVIDERS. NONE OF THE THIRD- PARTY INFORMATION PROVIDERS IS ENDORSING THE OFFERING OF, AND SHALL NOT IN ANY WAY BE DEEMED AN ISSUER OR UNDERWRITER OF, THE SECURITIES, FINANCIAL INSTRUMENTS OR OTHER INVESTMENTS DISCUSSED IN THIS REPORT, AND SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY STATEMENTS MADE IN THE REPORT OR FOR ANY FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS OR OTHER FINANCIAL INFORMATION CONTAINED OR ATTACHED AS AN EXHIBIT TO THE REPORT. FOR MORE INFORMATION ABOUT THE MATERIALS PROVIDED BY SUCH THIRD PARTIES, PLEASE CONTACT US AT THE ABOVE ADDRESSES OR NUMBERS.

The information and views contained in this report were prepared by Harris Williams & Co. (“Harris Williams”). It is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. It is not to be construed as an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular trading strategy. The information contained herein is believed by Harris Williams to be reliable, but Harris Williams makes no representation as to the accuracy or completeness of such information. Harris Williams and/or its affiliates may be market makers or specialists in, act as advisers or lenders to, have positions in and effect transactions in securities of companies mentioned herein and also may provide, may have provided, or may seek to provide investment banking services for those companies. In addition, Harris Williams and/or its affiliates or their respective officers, directors and employees may hold long or short positions in the securities, options thereon or other related financial products of companies discussed herein. Opinions, estimates and projections in this report constitute Harris Williams’ judgment and are subject to change without notice. The financial instruments discussed in this report may not be suitable for all investors, and investors must make their own investment decisions using their own independent advisors as they believe necessary and based upon their specific financial situations and investment objectives. Also, past performance is not necessarily indicative of future results. No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent. Copyright© 2017 Harris Williams & Co., all rights reserved.

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