Financial Technology MARKET UPDATE

Financial Technology August 2017 INVESTMENT INVESTMENT BANKINGSTRATEGIC AND ADVISORY TO www.MarlinLLC.com M&A MARLIN & ASSOCIATES & MARLIN ANDINFORMATION SERVICES INDUSTRIES THETECHNOLOGY FINANCIAL UPDATE MARKET Technology Financial © Marlin & Associates Holdings LLC, All Reserved All Right LLC, Holdings Associates & © Marlin Washington, D.C. Washington, New New Toronto York DEAR CLIENTS AND FRIENDS, B2B Fintech Is Alive and Well – And Growing: Our August 2017 Fintech Market Update

Dear Clients and Friends,

The market is up, the market is down, and it doesn’t seem to matter right now; interest in the Fintech sector keeps marching on. Our report found below highlights some of the m&a trends and transactions in the seven segments of the Fintech world that we follow, and sometimes lead, and so far, it's all still pointing up.

A recent report by KPMG indicated that in Q2 the global Fintech industry saw $8.4bn in transaction value as a result of around 290 deals - up from around 260 deals in Q1. We note that investments into, and purchase of, b2b Fintech firms are particularly in vogue. The $3.6bn buyout of Canada’s D+H by Vista Equity was not only the biggest deal of the quarter, it was also a reminder that Fintech is about a lot more than just payments and lending. The D+H deal notwithstanding, it is smaller deals where most of the action is – most Fintech transactions are well under $200mn. And while a few Asian firms continue to draw very high values, the cumulative value of Fintech deals in Europe doubled compared to the prior quarter to around $2bn.

The sources of capital are many, including traditional VCs and PE firms. But it is interesting to note that about $2.5bn of Q2 investment came from corporates - as the disrupted continue to push back - buying or investing in those who would be the disruptors.

For some, the focus is on buying or investing in companies that help improve the efficiency of back-office functions along with those that provide reg tech, insurance tech, capital markets tech, exchanges, enterprise data, analytics, cloud-based services and AI. (See our take on the AI phenomenon here.)

All this is not to say that consumer-based Fintech is out of favor. There are still a bunch of Fintech Unicorns out there: Lending Club, Square, Credit Karma, SoFi, Kabbage, Funding Circle, Gusto (Zenpayroll), Klarna, Avant Credit, Prosper Transferwise, Mozido and more. 26 of them by some counts – more than half of which are in China. But with regulators weighing tougher rules on consumer-oriented firms, Powa going bust, Zenefits seeing a big drop in market cap, and some of the largest consumer based Fintech companies cutting back growth estimates – and in some cases, jobs - there does seem to be some increased interest in looking to b2b Fintech companies.

You can see more about the trends and deals in Fintech m&a in the report found below. As you will see, values and volume in all seven sectors of the Fintech world that we follow – and sometimes lead, remain strong. Please see the most notable deals below:

• Vantiv (NYSE:VNTV) agreed on terms to acquire Worldpay • Red Ventures (Fort Mill, SC) agreed to acquire Bankrate (LSE:WPG) for $9.8bn, implying an enterprise value of $11.5bn (NYSE:RATE) for $1.3bn, implying an enterprise value of $1.4bn and and valuing the company at an implied 7.9x 2016 net revenue valuing the company at an implied 3.1x LTM revenue and 15x LTM and 21.1x 2016 EBITDA, EBITDA, • Blackstone (NYSE:BX) and CVC Capital Partners offered to acquire • Betterment (New York, NY) raised $70mm in a round of funding led Paysafe (LSE:PAYS) for £2.9bn (~$3.7bn), implying an enterprise by existing investor Kinnevik, and including other existing investors value of $4.0bn and valuing the company at an implied 4.1x LTM Bessemer Venture Partners, Menlo Ventures, and Francisco Partners, revenue and 15.9x LTM EBITDA, • Ingenico Group (ENXTPA:ING) agreed to acquire Bambora for €1.5bn (~$1.7bn), valuing the company at an implied 7.4x 2016 revenue,

Also, please standby for some interesting changes to our newsletters and emails over the coming weeks. We’re working hard on them. If you’re curious, you can take a look at some of the new changes, here.

Please read more from our Fintech Market Update, below.

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. AUGUST 2017

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

Financial Technology is a complex industry that serves a wide range of customers, including retail, commercial, merchant and investment banks; asset managers; insurance companies; securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host of other financial services industry participants, consumers and intermediaries who interface with these financial institutions.

3 Marlin & Associates

8 Events

9 Sector Comparison

10 Sector Analyses

10 Banking Software & Processors

11 Capital Markets Software & Services

12 Data & Analytics – Financial Services

13 Insurance Technology

14 Payment Technology

15 Securities Exchanges

16 Technology-Enabled Financial Institutions

17 Case Studies AUGUST 2017 MARLIN AND ASSOCIATES: WHO WE ARE

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

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

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

Paul Friday

• 18+ years of M&A experience • VP of Business Development at SunGard • Founder of software company sold to SunGard • Started career designing trading software for TD Bank • BaSC, Engineering from University of Toronto Tom Selby

"We would like to thank the Marlin & Associates team. They brought a deep understanding of the industry and their expertise was critical in helping us navigate through this strategic transaction. We are very excited about Advise’s future within this new structure.”

Doug Schwenk, Founder and CEO of Advise

Note: Not a complete list AUGUST 2017

OUR FOUNDING PARTNER HAS FOUR TIMES BEEN RECOGNIZED AS ONE OF THE MOST INFLUENTIAL PEOPLE IN FINANCIAL TECHNOLOGY

“Deal making is as integral to the evolution of the financial technology industry as the technologies themselves and Ken Marlin has been in the thick of it...” – Institutional Investor 2014

. In 2011, Institutional Investor, the international publisher focused primarily on international finance, has named M&A’s Founding Partner, Ken Marlin, as one of Institutional Investor’s Tech 50, which honored the 50 most “disruptive” figures in the financial technology sector

. Institutional Investor calls these 50 people disrupters because they're changing the way Wall Street does business

. Ken was the only investment banker included on the list

. In 2014, Institutional Investor again named Ken as one of the 50 most influential people in financial technology

. Ken was, again, the only investment banker included on the list

. In 2015 and 2016, Institutional Investor named Ken one of the “35 Most Powerful Dealmakers of 2016”

. Institutional Investor calls these 35 people the influential financiers that accelerate financial start-up’s paths to commercialization

Candidates were evaluated by four primary sets of attributes: achievements and contributions over the course of a career; scope and complexity of responsibilities; influence and leadership inside and outside the organization; and pure technological innovation. AUGUST 2017

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:

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

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

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

Note: Not a complete list. AUGUST 2017

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

Darien, CT has received an equity investment Toronto, Canada London, United Kingdom from Chicago, IL has sold the Atrium wireless and received an investment from extranet infrastructure businesses to has been acquired by

Atlanta, GA

Boston, MA New York, NY Atlanta, GA Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as Marlin & Associates acted as strategic and financial advisor to TMX exclusive strategic and financial exclusive strategic and financial Group exclusive strategic and financial advisor to OpenGamma advisor to OptionsCity Software advisor to TMX Group

New York, NY Salt Lake City, UT New York City, NY Phoenix, AZ has been acquired by has been acquired by has been acquired by has completed a majority recapitalization with a portfolio company of

Boston, MA and San Francisco, CA Chicago, IL New York, NY Lake Success, NY 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 M&O Systems, Inc. advisor to BillingTree advisor to iTransact Group, LLC advisor to Advise Technologies, LLC

Port Talbot, United Kingdom San Mateo, CA New York, NY Campbell, CA

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

London, United Kingdom Tokyo, Japan Palo Alto, CA 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 Vizolution. advisor to Xignite. advisor to Alacra. advisor to Trunomi.

has sold the assets of Boston, MA New York, NY Dublin, Ireland

has been acquired by has invested in has been acquired by

Windsor, CT Dublin, Ireland London, United Kingdom Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial financial advisor to Aquiline Capital exclusive strategic and financial exclusive strategic and financial advisor to Varden Technologies. Partners. advisor to CNO Financial Group. advisor to Information Mosaic. AUGUST 2017

CLIENTS CHOOSE MARLIN & ASSOCIATES TO ADVISE THEM ON THEIR MOST IMPORTANT STRATEGIC MOVES

Vienna, Austria New York, NY New York, NY

has acquired has entered into a strategic secured a $53 million alliance with investment from

New York, NY New York, NY New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to AIM Software. advisor to Alacra Inc. advisor to SR Labs.

London, United Kingdom Birmingham, AL New York, NY New York, NY has been acquired by has been acquired by has been acquired by has acquired a minority interest in

Mumbai, India Wayne, PA Hamilton, Bermuda London, United Kingdom Marlin & Associates acted as exclusive Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as strategic and financial advisor to exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial Coalition Development Ltd. advisor to XcitekSolutionsPlus, LLC. advisor to Correlix. advisor to NYSE Euronext.

New York, NY Vancouver, Canada has acquired a minority interest in London, United Kingdom has acquired has been acquired by has been acquired by

from

Tokyo, Japan Kansas City, MO Toronto, Canada Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial strategic and financial advisor to Welsh, exclusive strategic and financial advisor to NYSE Euronext, Inc. advisor to Subserveo. Carson, Anderson & Stowe. advisor to Atrium Network.

has sold its majority interest in Brussels, Belgium Sydney, Australia Doha, Qatar has acquired Wrexham, United Kingdom has been acquired by has acquired Ambit Messaging Hub to from

Wayne, PA New York, NY London, United Kingdom Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial Marlin & Associates acted as exclusive exclusive strategic and financial exclusive strategic and financial advisor to Deutsche Börse. strategic and financial advisor to Qatar advisor to SWIFT. advisor to SMARTS Group. Insurance Services LLC. AUGUST 2017

2017 Fintech Events:

Date Conference Location Website

September 7, 2017 NYPAY Next Money New York NYPAY and Consult Hyperion are once again teaming up with Next Money (formerly Next Bank) and the BBVA Open Talent New York Details Competition to bring you a unique FinTech and Unconference event the day before Finovate Fall in New York City

September 11 - 14, 2017 Finnovate Fall Finovate events showcase cutting-edge banking, financial and payments technology in a unique, short-form, demo-only New York Details format. Plus, new for this year, an expanded program with 100+ financial service experts providing dialogue and debate.

October 3 - 4, 2017 InsurTech Connect The world’s largest insurtech event – offering unparalled access to the largest and most comprehensive gathering of Las Vegas, NV Details tech entrepreneurs, investors, and insurance industry incumbents from across the globe.

October 11 - 13, 2017 Lend360 Dallas An event that focuses exclusively on the unique needs of online lending providers and connects every angle of the Dallas, TX Details online lending industry, Lend360 offers unparalled networking and learning opportunities with the best and brightest in the industry

October 16 - 18, 2017 InsurTech Rising InsurTech Rising brings insurance’s digital leaders and C-Level Executives, InsurTech entrepreneurs, investors and techies all London, UK Details under one roof to discuss the future of insurance in real-time, where the industry is heading and what areas are attracting most investment.

October 22 - 25, 2017 The Market Research Event The Market Research Event includes over 120 sessions and 1,100 market research & insights executives from the Orlando, FL Details industry to create research-led organizations and deliver the business value of insights. AUGUST 2017

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Securities Exchanges

Data & Analytics - Financial Services

Banking Software & Processors

Payment Technology

Capital Markets Software & Services

Insurance Software

Technology-Enabled Financial Institutions*

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

2016A EV/Revenue 2017E EV/Revenue

Enterprise Value / EBITDA

Banking Software & Processors

Capital Markets Software & Services

Technology-Enabled Financial Institutions*

Insurance Software

Data & Analytics - Financial Services

Payment Technology

Securities Exchanges

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

2016A EV/EBITDA 2017E EV/EBITDA

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

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/31/17. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. AUGUST 2017

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. 5x 26x 350

5. 0x 23x 300

4. 5x 20x 250 4. 0x 17x 200 3. 5x 14x EV / EBITDA EV / Revenue EV 150 3. 0x 11x

2. 5x 8x 100 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17

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

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

FIS 30,467 39,507 4.3x 4.2x 17.4x 12.8x 1% 2% 25% 33% Fiserv 27,795 32,237 5.9x 5.6x 18.7x 15.7x 5% 5% 31% 36% Jack Henry & Associates 8,364 8,371 6.0x 5.7x 17.0x 16.2x 7% 5% 35% 35% Temenos 6,995 7,295 11.5x 10.4x 43.6x 29.8x 17% 10% 26% 35% Oracle Financial Services 4,811 4,262 6.2x 5.8x 15.0x 14.9x 10% 8% 42% 39% Ellie Mae 3,132 2,798 7.8x 6.4x 38.2x 19.3x 42% 22% 20% 33% ACI Worldw ide 2,714 3,317 3.3x 3.3x 28.0x 13.7x (4%) 1% 12% 24% Q2 Holdings 1,581 1,498 10.0x 7.7x na nm 38% 29% na 4% Bottomline Technologies 1,081 1,120 3.3x 3.1x 35.8x 14.1x 2% 4% 9% 22% Sw ord Group 387 352 2.0x 1.8x 13.6x 11.4x 16% 11% 14% 15% Polaris Consulting & Services 368 283 0.9x na 8.5x na 0% na 11% na Microgen 356 346 6.2x 5.8x 28.0x 24.1x 35% 7% 22% 24% Gresham Technologies 167 157 7.1x 6.1x 40.6x 23.4x 16% 17% 17% 26% Trim Mean 5,235 5,625 5.6x 5.4x 25.2x 17.1x 13% 9% 21% 28% Median 2,714 2,798 6.0x 5.7x 23.4x 15.7x 10% 8% 21% 29%

[1] Q2 Holdings (QTWO) added to the index as of IPO 3/20/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LendKey Technologies (New York, NY) raised $13mm in a Series C round of funding, QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new led by North Atlantic Capital, and including participation from DFJ, Updata Partners, investor Sunshine Insurance Group, and including participation from Guosen 11/28/167/20/17 Gotham Ventures, and TTV Capital. The round was comprised of $8mm of equity and Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. $5mm in debt financing. LendKey, which provides digital lending solutions for banks QuantGroup provides online financial services in China. and credit unions, plans to use the funding to grow its regional office in Cincinnati. LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Links Management and Technology (Lecce, Italy) has acquired MetaJ for an for $130mm. CompareCards is an online platform enabling consumer credit card undisclosed sum. MetaJ, based in Sondrio, Italy, develops custom applications for 11/16/167/16/17 comparisons, and providing credit education and credit health management solutions. the banking sector. Links expects the acquisition to bolster its presence in the Italian The transaction consideration consists of $85mm cash at closing and up to $45mm of banking sector. earn-out payments paid during 2017 and 2018. Meta Financial Group (NASDAQ:CASH) acquired Specialty Consumer Services Ohpen (Amsterdam, Netherlands) raised €15mm in a Series B round of funding led (SCS) for $54mm. SCS offers a loan management platform and a proprietary by Amerborgh International. The round valued the company at a pre-money valuation 11/10/167/4/17 underwriting model that are primarily used to deliver consumer tax advances and of €85mm. Ohpen, which provides a cloud-based core banking platform, plans to other consumer credit services. The transaction consideration consists of use the financing to fund expansion in the UK and to enter new geographies. approximately $15mm at closing, with potential for additional contingent payments.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 7/31/17. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected above. AUGUST 2017

Capital Markets Software & Services

Public Market Data

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

4. 0x 22x 260

3. 5x 19x 220

3. 0x 16x 180 EV / EBITDA EV / Revenue EV 2. 5x 13x 140

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

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

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

IHS Mar kit 19,388 23,283 6.4x 6.6x 17.3x 16.7x 10% (3%) 37% 39% Broadridge 9,156 10,153 2.9x 2.4x 16.0x 13.0x 23% 22% 18% 19% SS&C Technologies 8,190 10,399 7.0x 6.2x 20.2x 15.2x 48% 14% 35% 41% Computershare 6,134 7,347 3.6x 3.5x 16.8x 13.7x 4% 4% 21% 25% DST 3,431 3,861 2.5x 1.9x 11.7x 9.0x (23%) 31% 21% 21% SimCor p 2,500 2,444 7.0x 6.0x 29.2x 21.9x 6% 16% 24% 28% IRESS 1,729 1,853 6.0x 5.3x 22.5x 17.6x 8% 13% 26% 30% Envestnet 1,710 1,956 3.4x 2.9x 46.1x 15.5x 37% 15% 7% 19% Fidessa group 1,163 1,069 2.4x 2.3x 13.5x 9.0x 12% 6% 18% 25% First Derivatives 1,017 1,032 5.4x 4.6x 43.5x 25.2x 33% 18% 13% 18% Linedata Services 419 466 2.4x 2.1x 9.2x 7.8x (3%) 11% 26% 27% Cinnober 224 194 4.5x 3.6x nm nm 16% 24% 1% 4% StatPro Group 117 142 2.9x 2.2x 25.0x 15.5x 24% 30% 11% 14% Brady 77 68 1.7x 1.7x 30.1x 23.1x 11% (3%) 6% 8% Lombard Risk Management 65 56 1.4x 1.1x na 7.7x 34% 24% na 14% Trim Mean 2,759 3,153 3.9x 3.5x 22.4x 14.8x 17% 15% 19% 22% Median 1,710 1,853 3.4x 2.9x 20.2x 15.3x 12% 15% 20% 21%

Recent Activity

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

Nasdaq (NASDAQ:NDAQ) agreed to acquire Sybenetix for an undisclosed sum. Sybenetix uses behavioral science-based algorithms to detect and report unusual 7/25/17 trading patterns. Nasdaq, which previously acquired trade surveillance firm SMARTS in 2010, plans to roll Sybenetix into its market technology business.

Betterment (New York, NY) raised $70mm in a round of funding led by existing investor Kinnevik, and including other existing investors Bessemer Venture Partners, 7/21/17 Menlo Ventures, and Francisco Partners. The round was an extension of Betterment’s 2016 Series E round, and reportedly valued the company at $800mm. Betterment now manages nearly $10bn in assets for more than 270,000 clients. AxiomSL (New York, NY) raised equity funding from TCV. The round represents AxiomSL’s first institutional financing. As part of the investment, Rick Kimball and 7/6/17 Nari Ansari from TCV will join the company’s board of directors. AxiomSL provides risk data management and regulatory reporting platforms to asset managers, broker dealers, banks, and corporates.

Data & Analytics – Financial Services

Public Market Data

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

6. 0x 18x 260

220 5. 0x 15x

180

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

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

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

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

S&P Global 39,918 42,261 7.5x 7.2x 17.1x 15.3x 7% 4% 44% 47% Thomson Reuters 32,910 39,591 3.5x 3.5x 16.6x 11.6x (1%) 2% 21% 30% Moody's 25,510 27,161 7.5x 6.9x 16.5x 14.7x 3% 9% 46% 47% Experian 18,871 22,051 4.7x 5.0x 13.9x 14.4x (0%) (6%) 34% 35% Equifax 17,729 20,218 6.4x 5.9x 18.0x 16.0x 18% 8% 36% 37% Verisk Analytics 14,687 16,946 8.5x 8.1x 18.1x 16.4x 13% 4% 47% 50% MSCI 9,982 11,361 9.9x 9.1x 20.0x 17.8x 7% 9% 49% 51% CoStar Group 9,021 8,761 10.5x 9.1x 40.7x 31.9x 18% 14% 26% 29% FactSet Research Systems 6,598 6,979 6.1x 5.5x 17.3x 16.2x 11% 10% 35% 34% FICO 4,594 5,075 5.6x 5.4x 24.5x 21.0x 6% 5% 23% 26% Dun & Bradstreet 4,109 5,456 3.2x 3.1x 12.1x 10.9x 4% 4% 26% 28% CoreLogic 3,922 5,371 2.8x 2.9x 12.8x 11.4x 28% (5%) 21% 25% Morningstar 3,559 3,449 4.3x n/a 14.9x n/a 1% n/a 29% n/a Trim Mean 13,449 15,361 6.1x 6.0x 17.2x 15.5x 8% 5% 33% 36% Median 9,982 11,361 6.1x 5.7x 17.1x 15.7x 7% 5% 34% 35%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LondonMorningstar Stock(NASDAQ:MORN) Exchange Group acquired(LSE:LSE) a 40%acquired stake Mergent in Sustainalyticsfor an undisclosed for an sum. Mergentundisclosedis a sum.leading Sustainalytics provider of businessis a provider and of financial environmental, information social, on publicand and 11/21/167/24/17 privategovernance companies (“ESG”) and and adds Corporate to LSEG’s Governance data and researchanalytics andcapabilities. ratings. The Mergent businessinvestment will aims form to part support of LSEG’s Sustainalytics’ Information ability Services to deliver Division innovative which ESGincludes products FTSE Russell,and services among to theother global real investmenttime and reference community. data products. eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. PublicRed Ventures Plan IQ (Fortis a SaaS Mill, SC)-based agreed platformto acquire that provides Bankrate access (NYSE:RATE) to public pensionfor $1.3bn, plan 11/10/167/3/17 reportingimplying anand enterprise board documents value of $1.4bn and houses and valuing more than the company10,000 documents. at an implied The 3.1x acquisitionLTM revenue builds and upon15x LTM eVestment’s EBITDA.intelligence offering to institutional investors, consultants and managers. Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. GIC (Singapore) agreed to acquire 30% of Mergermarket from BC Partners for an BrightScope is a financial information company that provides a suite of proprietary undisclosed sum. Mergermarket provides mergers and acquisitions transactions 11/1/166/30/17 datasets, data management capabilities and analytics to asset managers, record- information, news, business intelligence, and related research solutions. In May 2017, keepers, financial advisors, and other market participants. The transaction follows Mergermarket acquired YouDevise (dba TIM Group). Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.

Public Market Data

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

5. 0x 24x 340

4. 0x 18x 280

3. 0x 12x 220 EV / EBITDA EV / Revenue EV 2. 0x 6x 160

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

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

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

Guidew ire Softw are 5,353 4,875 10.8x 9.0x nm 41.7x 14% 21% 4% 22% Ebix 1,846 2,045 6.9x 6.0x 18.6x 17.0x 12% 15% 37% 35% CorVel 903 868 1.7x na 13.1x nm 3% na 13% nm Sapiens 585 591 2.7x 2.2x 19.7x 20.6x 16% 24% 14% 11% Majesco 178 186 1.5x 1.6x 50.7x 36.5x 23% (8%) 3% 4% Trim Mean 1,112 1,168 3.8x 4.1x 19.2x 28.5x 14% 18% 10% 16% Median 903 868 2.7x 4.1x 19.2x 28.5x 14% 18% 13% 16%

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

Recent Activity

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

Starr Companies (New York, NY) acquired a minority stake in CoverWallet for an 7/19/17 undisclosed sum. The company plans to use the funds to continue to develop new online products for small businesses, in addition to continuing to fund operations.

Next Insurance (Palo Alto, CA) raised $35mm in a Series A funding round led by Munich Re/HSB Ventures with participation from Markel, Nationwide, American 6/20/17 Express and other existing investors. The company plans to use the funds for continued operations, further development of Next’s proprietary insurance products, and to expand their offering to new business sectors. Ebix (NASDAQ:EBIX) acquired an 80% stake in ItzCash for $120mm and agreed to commit an additional $100mm for strategic acquisitions in India. ItzCash is a pioneer 5/30/17 in electronic payments in India, offering utility bill payments, travel bookings, movie tickets, prepaid gift cards, remittances, insurance premium payments, property tax payments and mobile transactions.

Public Market Data

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

4. 5x 18x 300

4. 0x 16x 250

3. 5x 14x 200 3. 0x 12x EV / EBITDA EV / Revenue EV 150 2. 5x 10x

2. 0x 8x 100 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17

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

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

Pay Pal 71,138 61,973 5.7x 4.8x 29.5x 18.7x 17% 18% 19% 26% Cielo 22,729 25,664 6.5x 6.4x 14.5x 14.2x 11% 2% 45% 45% First Data 17,372 37,497 4.8x 4.7x 14.1x 12.4x 1% 3% 34% 38% Global Payments 14,463 18,025 6.3x 5.2x 16.9x 16.2x 3% 21% 37% 32% FleetCor Technologies 14,379 17,660 9.6x 8.0x 18.9x 15.2x 8% 21% 51% 52% Vantiv 12,551 15,922 8.4x 7.6x 18.7x 15.9x 13% 11% 45% 48% Total System Services 11,758 14,481 3.5x 4.3x 16.9x 12.3x 50% (19%) 20% 35% Worldpay Group 9,751 11,552 7.8x 7.0x 20.6x 17.3x 15% 11% 38% 40% Square 9,664 9,122 13.3x 9.9x nm nm 52% 34% nm 13% Western Union 9,547 11,707 2.2x 2.2x 8.6x 9.1x (1%) 0% 25% 24% Wirecard 9,432 8,564 6.9x 5.4x 24.7x 18.1x 32% 27% 28% 30% Euronet Worldw ide 5,334 5,139 2.6x 2.3x 15.6x 12.4x 11% 12% 17% 19% WEX 4,680 6,859 6.7x 5.7x 23.2x 14.7x 19% 19% 29% 39% Blackhaw k Netw ork 2,464 2,800 1.5x 1.3x 19.0x 11.9x 5% 18% 8% 11% EV ERTEC 1,304 1,862 4.8x 4.7x 12.2x 10.0x 4% 3% 39% 47% MoneyGram International 1,079 1,865 1.1x 1.1x 8.4x 6.7x 6% 1% 14% 17% PayPoint 806 736 2.6x 2.8x 9.6x 9.1x (1%) (5%) 27% 30% SafeCharge 565 449 4.3x 3.9x 14.6x 12.6x 4% 10% 30% 31%

Trim Mean 9,207 11,841 5.3x 4.8x 16.5x 13.4x 12% 11% 30% 32% Median 9,605 10,337 5.2x 4.7x 16.9x 12.6x 9% 11% 29% 32% Recent Activity

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

Blackstone (NYSE:BX) and CVC Capital Partners (London, United Kingdom) offered to acquire Paysafe (LSE:PAYS) for £2.9bn (~$3.7bn), implying an enterprise value of 7/21/17 $4.0bn and valuing the company at an implied 4.1x LTM revenue and 15.9x LTM EBITDA.

Ingenico Group (ENXTPA:ING) agreed to acquire Bambora for €1.5bn (~$1.7bn), valuing the company at an implied 7.4x 2016 revenue. Stockholm-based Bambora 7/20/17 provides card acquiring, payment processing, infrastructure, and other services. The acquisition accelerates Ingenico’s expansion beyond hardware and into online payment processing.

Vantiv (NYSE:VNTV) agreed on terms to acquire Worldpay (LSE:WPG) for $9.8bn, implying an enterprise value of $11.5bn and valuing the company at an implied 7.9x 7/5/17 2016 net revenue and 21.1x 2016 EBITDA. The combination creates one of the largest global processors by volume.

[1] EVERTEC (EVTC) added to the index as of 4/17/13, Blackhawk Network (HAWK) added as of 4/24/13, SafeCharge (SCH) added as of 4/4/14, PayPal (PYPL) added as of 7/7/15, Worldpay (WPG) added as of 10/14/15, First Data (FDC) added as of 10/16/15, Square (SQ) added as of 11/20/15.

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

12.0x 17x 250

11.0x 15x 220

10.0x 14x 190

9. 0x 13x 160 EV / EBITDA EV / Revenue EV 8. 0x 12x 130

7. 0x 11x 100 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17 Aug-12 Aug-13 Aug-14 Aug-15 Aug-16 Aug-17

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

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

CME Group 41,693 42,479 11.8x 11.5x 17.3x 16.1x 8% 3% 68% 72% IntercontinentalExchange (ICE) 39,959 45,714 10.2x 9.8x 16.6x 15.3x 35% 4% 61% 64% Hong Kong Exchange 34,934 8,033 5.7x 5.0x 8.7x 7.0x (14%) 13% 66% 72% Deutsche Börse Group 19,602 20,345 6.1x 6.9x 13.0x 11.7x 8% (12%) 47% 59% London Stock Exchange (LSE) 17,849 18,562 8.5x 7.8x 20.4x 15.2x 17% 9% 42% 51% The Nasdaq OMX Group 12,531 15,427 4.2x 6.4x 13.3x 12.6x 71% (35%) 31% 51% BM&F Bovespa 13,360 15,619 21.0x 12.4x 31.5x 19.0x (61%) 70% 67% 65% CBOE 10,591 11,875 18.1x 12.0x 33.2x 18.6x 4% 50% 54% 65% Japan Exchange Group (JPX) 9,640 8,918 8.9x 8.9x 13.8x 13.8x (2%) 0% 64% 64% Australian Exchange (ASX) 8,078 7,215 9.9x 11.5x 12.7x 15.0x 3% (14%) 78% 76% Singapore Exchange (SGX) 5,982 5,388 9.2x 8.8x 17.9x 15.4x (4%) 4% 51% 57% Euronext 4,103 3,989 6.8x 6.4x 12.1x 11.4x (4%) 7% 56% 56% TMX Group 2,931 3,421 5.3x 5.8x 9.7x 10.7x 5% (8%) 55% 54% Trim Mean 16,057 14,350 9.1x 8.7x 16.2x 14.2x 5% 5% 57% 62% Median 12,531 11,875 8.9x 8.8x 13.8x 15.0x 4% 4% 56% 64% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

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

Trumid (New York, NY) raised an additional $10mm from Deutsche Börse as an add- on to its previously announced $28mm financing round earlier this year which 7/10/17 included CreditEase. Trumid offers an electronic trading network for corporate bonds and plans to use the new funding to expand its technology offering.

Instinet (New York, NY) agreed to acquire BlockCross from State Street for an 6/22/17 undisclosed sum. BlockCross is an alternative trading system for buy-side traders. Instinet plans to integrate BlockCross’ alternative trading system into its product suite. BlockCross Intercontinental Exchange (NYSE:ICE) agreed to acquire the Index Platform from Bank of America Merrill Lynch Global Research Division for an undisclosed sum. 6/1/17 The BofAML indices are one of the most used fixed income indices by assets under Index Platform from management (AUM) globally. Upon closing, the AUM benchmarked against the Global Research Division combined fixed income index business of ICE is expected to be nearly $1 trillion.

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. 5x 20x 260

230 4. 4x 18x 200

3. 3x 15x 170

EV / EBT 140

EV / Revenue EV 2. 1x 13x 110

1. 0x 10x 80 Jul-12 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17 Jul-12 Jul-13 Jul-14 Jul-15 Jul-16 Jul-17

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

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

Charles Schw ab 58,039 7.8x 6.7x 19.5x 16.1x 18% 16% 40% 41% TD Ameritrade 22,785 6.9x 6.1x 17.9x 13.4x 4% 12% 38% 46% E*TRA DE 10,507 5.0x 4.7x 12.0x 11.1x 17% 8% 42% 42% MarketAxess 7,664 20.7x 18.3x 40.0x 32.0x 22% 13% 52% 57% BGC Partners 5,623 2.2x 1.9x 12.7x 9.3x 2% 16% 17% 20% ICA P 3,073 4.9x 4.1x 22.2x 11.4x na 19% 22% 36% Interactive Brokers Group 2,720 2.0x 4.2x 9.7x 9.2x (1%) (53%) 21% 45% IG Group 2,588 1.8x 1.8x 3.4x 2.4x 3% 0% 53% 74% LendingClub 2,206 4.4x 3.8x na 40.5x 16% 15% na 9% Investment Technology Group 736 2.0x 1.9x 60.1x na (17%) 7% 3% na Monex Group 725 1.6x 1.5x na na (12%) 6% na na On Deck Capital 335 1.2x 1.0x na 43.3x 14% 20% na 2% BinckBank 330 1.7x 1.8x 42.8x na (14%) (7%) 4% na GAIN Capital 298 0.7x 0.9x 5.0x 6.3x (4%) (17%) 15% 14% Elevate Credit 228 0.4x 0.3x na 2.2x 34% 20% na 15% Trim Mean 4,584 3.2x 3.1x 20.2x 15.2x 6% 8% 28% 30% Median 2,588 2.0x 1.9x 17.9x 11.3x 3% 12% 22% 39%

[1] Elevate (ELVT) added to the index as of IPO 4/6/17

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Chinafor $130mm. Media GroupCompareCards (SZE:000793)is an onlineacquired platform Donghai enabling Securities consumer for an creditundisclosed card 11/16/167/13/17 sum.comparisons, Donghai andSecurities providingis a credit provider education of securities and credit brokerage, health managementsecurities trading, solutions. and investmentThe transaction banking consideration services. consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

FutuIntrum (HongJustitia Kong,(STO:IJ) China) acquired raised $146mm 1st Credit in for a Series£130mm C funding ($161mm), round valuing led by the Tencent. FutuCompany is an atonline an implied brokerage 3.9x platform2015 EBITDA. serving 1st Chinese Credit investorsprovides debttrading purchase United Statesand 11/10/166/13/17 andoutsourced Hong Kong debt- listedcollection Stocks. services Existing for investors,banks, credit Matrix card Partners providers, China utilities, and Sequoiatelecoms, Capitaland retail China, companies. also participated in the round.

Max (Paris, France) raised €20mm (~$22.5mm) in funding led by Crédit Mutuel 5/29/17 Arkea. Max is a personal assistant startup that offers traditional banking services, such as budget management and the aggregation of several bank accounts.

CASE STUDIES: Marlin & Associates advises OpenGamma on multinational strategic investment – including participation from JPX

OpenGamma is a London-based pioneer in open source financial software and a leading provider of innovative, SaaS-based derivatives pricing and risk analytics to some of the world’s largest global banks, central counterparties and buy-side firms. The company was founded in 2009 to bring a better way to price and manage risk associated with the $500 London, United Kingdom received an investment from Trillion global Over-The-Counter (“OTC”) derivatives market - offering its pricing and risk models via enterprise software as well as via a flexible and cost-effective API. The company quickly attracted financial backing from some of the world’s premier fintech investors including Accel Partners, Firstmark Capital and ICAP, who appreciated the changes occurring in a market that has historically been privately negotiated and loosely regulated, but also one that is moving to become much more regulated and transparent.

In 2016, management and OpenGamma’s board of directors asked Marlin & Associates to

Marlin & Associates acted as Background advise the firm in an effort to raise additional capital to continue funding the company’s exclusive strategic and financial growth. They wanted a new partner to join with existing investors - one that would understand advisor to OpenGamma the business and bring more than just money to the table. They wanted a new partner that also would be strategically positioned to help the company continue to build out its comprehensive portfolio of industry-leading products in this rapidly changing regulatory environment.

M&A formed a team of experts to work with management to craft materials that would communicate the complexity and potential of the large and growing market that OpenGamma addresses, the company’s strong value proposition, and its unique approach to penetrate that market. The team at Marlin then worked with the company to identify and reach out to more than a dozen potential partners in four countries. Ultimately the company decided to take in new capital from the Japanese Exchange Group (“JPX”) as well as additional capital from Accel Partners, NEX (formerly known as ICAP), Euclid Opportunities and ex-SunGard CEO Cristóbal Conde.

JPX is a particularly strong new partner for OpenGamma as it provides both needed capital as well as a strong strategic benefit. JPX is a leading exchange group in Asia. Its affiliates include the Japan Securities Clearing Corporation (“JSCC”), a leader in OTC derivatives transactions. JPX’s involvement and investment together with capital from the other investors is expected to facilitate both geographic and product expansion for OpenGamma and help the company address the increasing demand from financial institutions worldwide for more efficient use of OTC capital. Overview Overview of Transaction

Marlin & Associates acted as OpenGamma’s exclusive strategic and financial advisor for this important transaction, initiated discussions with several parties and worked with the company to negotiate terms, conduct due diligence reviews and complete the transaction. The process involved working with people in the US, UK and Japan as well as OpenGamma’s many stakeholders in disparate locations around the globe which added to the complexity. M&A’s Role M&A’s

"Throughout this process, the team at Marlin & Associates acted as our trusted financial and our strategic advisor. With their guidance we were able to navigate a great outcome for all stakeholders. They worked closely with our board and management team to support a complex process involving many parties across multiple geographies. They were Mas Nakachi invaluable to the process. Vice Chairman AUGUST 2017

CASE STUDIES: Marlin & Associates' client, Advise Technologies, acquired by Compliance Solutions Strategies, a portfolio company of CIP Capital Advise provides regulatory reporting solutions to hedge funds and investment managers. The company was founded in 2010 by CEO Doug Schwenk. He and current COO/CFO Jeff Faber had worked together at a multibillion dollar hedge fund, with Doug leading the noninvestment side of the business and Jeff in a tech/ops role. Both saw how advances in technology and New York, NY increasing regulation were converging to create a business opportunity for the right providers. has been acquired by Doug went on to found Advise Technologies in 2010, with Jeff joining the senior team in 2014.

Based in NYC, with offices in Amsterdam, Paris, and London, Advise’s intuitive, easy to use a portfolio company of software platform allows clients investment managers and fund administrators) to manage regulatory reporting such as Form PF, AIFMD, CPO-PQR and Form ADV while maintaining complete transparency, accuracy and reliability required by global regulators and authorities.

New York, NY Background After six years of strong growth, Advise determined that partnering with a financial sponsor Marlin & Associates acted as would a logical next step in the company’s evolution. That’s when Advise’s management team exclusive strategic and financial approached M&A for assistance in finding a partner that would understand their business and advisor to Advise Technologies, LLC their culture and join with them to help accelerate the company’s growth.

M&A had the advantage of knowing both the governance risk and compliance (“GRC”) sector and the players including both strategic firms as well as financial sponsors that have targeted the GRC industry for investment. M&A organized a dedicated team to work closely with Management to identify strengths and weaknesses of the Company, and to develop materials that would seamlessly communicate Advise’s story, strategy and growth potential.

With Marlin’s assistance, Advise had a tremendous amount of companies who indicated strong interest in partnering with Advise and ultimately received multiple offers. After careful consideration of several alternatives, Advise chose to negotiate final terms with Compliance Solution Strategies (“CSS”) a GRC company financed by through CIP Capital, a growth-oriented, middle-market private equity firm. The CSS platform was enhanced with two other acquisitions, Ascendant Compliance Management and The MoneyMate Group. Together these firms will be in a strong position to offer a global platform that provides a comprehensive regulatory reporting, data management, outsourced compliance management services, compliance workflow tools, shareholding disclosure, trade monitoring, trading analytics and cybersecurity solutions. Overview Overview of Transaction

M&A initiated this transaction, advised the Company through all phases of the process from preparation through negotiations, due diligence reviews and the closing - providing guidance on matters such as partner selection, valuation, structure and key terms. M&A worked diligently with the company to help the company craft materials, identify potential partners, negotiate alternative offers with multiple parties and manage the due diligence review process. Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of Advise Technologies. M&A’s Role M&A’s

The senior level attention and focus on execution at M&A was key – M&A knew all the right people in our sector and managed the process exceptionally. The team worked tirelessly to ensure that all of our objectives were achieved.

Jeff Faber COO and CFO AUGUST 2017

CASE STUDIES: Marlin & Associates' client, M&O Systems, Inc. acquired by Broadridge Financial Solutions, Inc.

Based in New York City, M&O Systems, Inc. (“M&O”) provides compensation management and compliance solutions that help broker-dealers and wealth management firms manage broker/advisor compensation, open accounts, support advisors and service clients.

M&A had an ongoing dialog with M&O’s CEO and co-founder Bob Minningham for many New York City, NY years. When he died, his widow, who inherited control of the business, approached M&A for has been acquired by strategic advice. After reviewing the situation, M&A guided M&O on steps to take to better position the company for a sale process. Over the next few years M&A maintained a dialog with the company’s shareowners and management as the company brought in new management and strengthened the firm. When the shareowners were ready, M&A then guided them through a disciplined process that resulted in expressions of potential interests Lake Success, NY from 8 parties. Ultimately Broadridge Financial Solutions, Inc. (NYSE:BR) was selected as the

Background right partner for the firm, its employees, its customers and its shareowners. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.

M&A knows the financial technology space, its strategic participants, the financial sponsors that target companies in this industry, and the drivers of their interest and value. With that knowledge, M&A organized a dedicated team to work closely with M&O’s management to develop materials that would seamlessly communicate M&O’s unique value proposition, growth potential, strategy, execution plan and financial projections. Among other things, M&A helped to communicate to potential partners the likely positive impact of the US Department Of Labor (DOL)’s new Fiduciary Rule on financial advisors (M&O’s core target market). M&A then worked with the company’s management to conduct a disciplined sale process – coordinating with each of the potential partners to ensure that they fully understood the company’s strengths.

After a careful review of its options, M&O’s shareowners agreed to sell the company to Broadridge Financial Solutions, a leading provider of technology-driven solutions for broker-dealers, banks, mutual funds and other corporations. M&O solutions complement Broadridge’s wealth offerings; provide an enhanced career path for M&O’s employees; and offer expanded solutions for M&O’s customers. Overview Overview of Transaction

Marlin & Associates advised the company through all phases of the process from preparation through negotiations, due diligence reviews and the closing providing guidance on matters such as partner selection, valuation, structure and key terms. With a relationship spanning more than 10 years, initially, M&A provided only informal guidance. Once timing was optimal, Marlin & Associates worked diligently to help the company craft materials, initiate conversations, negotiate alternative offers with multiple parties, manage the due diligence process and complete final legal documentation swiftly. Marlin & Associates acted as exclusive strategic and financial advisor to the shareholders and managers of M&O. M&A’s Role M&A’s

Marlin's advice, consultation and leadership throughout the process directly drove the best outcome for our firm. Their deep industry knowledge and close relationships with prospective acquirers provides unparalleled value as well. They are a principally centered and tireless team of professionals. Michael Brodeur President INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

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