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

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NOVEMBER 2016

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

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Deals and Trump keep moving forward. Our November 2016 General Market Update

Dear Clients and Friends:

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

What a time in which we live. We’re busy – advising clients and closing deals; the Chicago Cubs became World Series Champions for the first time in 108 years; my Marines celebrated the Corp’s 241st birthday, while fighting in every clime and place they could; Bob Dylan won the Nobel Prize in literature (how cool!); Leonard Cohen died (he and Dylan have long been among my favorites); and in between, Donald Trump was elected President of the United States and to the further shock of many, the bull market roared higher.

My friends around the world keep writing to me asking what will happen next - as if I know.

After a few days of reflection, I’ll take the advice of people smarter than me and say this: Cleveland will have another chance at the Series; Leonard Cohen’s music will live forever; the wars will end; and this country will continue to thrive. We remain an entrepreneurial, can-do country that fights for rights and freedoms for all - and doesn’t quit. The bulk of our leaders have the best interest of the country at heart, even if they operate in a dysfunctional environment.

As you will see from our report found HERE, it’s a busy time for us and for the industry that we serve. A few of the more interesting deals this month include:

• TD Ameritrade (Nasdaq:AMTD) acquired Scottrade for • Paysimple (Denver, CO) raised $115mm led by $4bn in cash and stock, Providence Strategic Growth, • Cardtronics (Nasdaq:CATM) acquired DirectCash • Broadridge (NYSE:BR) acquired M&O Systems for an Payments for $460mm, undisclosed sum. Marlin & Associates acted as exclusive • Criteo Corp (NASDAQ:CRTO) acquired HookLogic for strategic and financial advisor to M&O Systems. $250mm, • Wolters Kluwer (ENXTAM:WKL) acquired Emmi Solutions for $170mm, valuing the company at an implied 5.9x revenue,

Please see our November 2016 General Market Update below. Sincerely,

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

PS: Recently I was interview by Alexis Christoforous on Yahoo Finance about What Wall Street can learn from the Marine Corps, and it may be of interest to you. Please watch the original video here.

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information- technology transactions. NOVEMBER 2016

MARLIN & ASSOCIATES MARKET UPDATE

03 Sector Comparison Snapshot

04 Sector Analyses

04 Application Software

05 B2B E-commerce & Marketing Technologies

06 Banking Software & Processors

07 Business Intelligence Software

08 Capital Markets Software & Services

09 Data & Analytics – Financial Services

10 Healthcare Information Software Systems

11 Information & Market Research

12 Insurance Technology

13 Payment Technology

14 Securities Exchanges

15 Security Software

16 Technology-Enabled Financial Institutions

17 Technology-Enabled Healthcare Services

18 Merger-and-Acquisition Activity Trends

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 02 above. NOVEMBER 2016 SECTOR COMPARISON SNAPSHOT: CURRENT REVENUE & EBITDA MULTIPLES Enterprise Value / 2015 Revenue

Securities Exchanges

Application Software

B2B E-commerce & Marketing Technologies

Healthcare Info Software

Data & Analytics - Financial Services

Banking Software & Processors

Business Intelligence Software

Security Software

Payment Technology

Tech-enabled Healthcare Services

Information & Market Research

Capital Markets Software & Services

Tech-enabled Financial Institutions *

Insurance Technology

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

Enterprise Value / 2015 EBITDA

Healthcare Info Software

Capital Markets Software & Services

Banking Software & Processors

Tech-enabled Healthcare Services

Data & Analytics - Financial Services

Security Software

Insurance Technology

Securities Exchanges

Business Intelligence Software

Application Software

Payment Technology

Information & Market Research

B2B E-commerce & Marketing Technologies

Tech-enabled Financial Institutions *

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

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

Public Market Data

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

7.5x 45x 280

250 6.5x 36x 220 5.5x 190 27x 4.5x 160 EV / EBITDA EV / Revenue 18x 130 3.5x 100

2.5x 9x 70 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

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

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

Oracle 162,171 148,228 4.0x 4.0x 9.7x 8.9x (3%) (0%) 41% 45% SAP 106,346 109,281 4.8x 4.5x 17.3x 13.3x 18% 6% 27% 34% Salesforce 52,309 53,650 8.0x 6.5x na 33.3x 24% 25% 7% 19% Intuit 27,946 27,866 6.2x 5.8x 21.4x 16.0x 6% 8% 29% 36% Workday 17,095 15,548 13.4x 10.0x na na 48% 34% n/a 8% CA Technologies 12,757 12,261 3.0x 3.0x 9.9x 7.6x (7%) 0% 31% 40% Constellation Softw are 9,986 10,007 5.4x 4.7x 23.4x 18.4x 10% 16% 23% 26% Amdocs 8,738 7,613 2.1x 2.0x 11.0x 10.2x 1% 3% 19% 20% NetSuite 7,556 7,384 10.0x 7.7x na na 33% 29% n/a 9% NICE Sy s tems 4,160 3,770 4.1x 3.8x 16.9x 13.4x 6% 8% 24% 28% Manhattan Associates 3,633 3,522 6.3x 5.8x 20.8x 16.1x 13% 9% 30% 36% Paycom Softw are 3,047 3,003 13.4x 9.2x na 33.8x 49% 46% 19% 27% Softw are AG 2,788 2,685 2.8x 2.8x 9.3x 8.7x 2% 1% 30% 32% Zendesk 2,473 2,262 10.8x 7.3x na na 64% 49% n/a 2% Paylocity 2,228 2,150 11.5x 8.2x na 68.1x 47% 40% n/a 12% Callidus Softw are 1,059 872 5.0x 4.3x na 34.0x 27% 19% 0% 13% Trim Mean 18,647 18,643 6.8x 5.5x 15.3x 18.7x 20% 17% 24% 24% Median 8,147 7,498 5.8x 5.2x 16.9x 16.0x 16% 12% 26% 26%

Recent Activity

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

Aspen Technology (Nasdaq:AZPN) acquired Mtelligence for $37.4mm. Mtelligence 10/27/16 provides asset performance optimization software to manufacturers and utilities.

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

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 04 above. NOVEMBER 2016 B2B E-commerce & Marketing Technologies

Public Market Data

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

11.0x 60x 180

9.0x 48x 160

7.0x 35x 140 EV / EBITDA EV / Revenue 5.0x 23x 120

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

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

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

Mercadolibre 7,419 7,253 11.1x 8.7x 40.6x 35.2x 17% 28% 27% 25% Shopify 3,133 2,733 13.3x 7.2x na nm 95% 86% na 0% HubSpot 1,868 1,755 9.6x 6.5x na na 57% 48% na na NeuStar 1,244 2,111 2.0x 1.7x 5.3x 3.9x 9% 15% 38% 44% Focus Technology 1,204 1,057 14.5x 10.6x nm nm (3%) 36% 3% 12% ChannelAdvisor 284 220 2.2x 1.9x na 42.9x 18% 13% na 5% Mediagrif Interactive 208 230 4.3x 3.9x 12.4x 10.4x 2% 10% 34% 37% QuinStreet 132 93 0.3x 0.3x na 7.1x 3% 14% na 4% Trim Mean 1,323 1,351 7.1x 5.0x 12.4x 17.6x 18% 26% 31% 17% Median 1,224 1,406 7.0x 5.2x 12.4x 10.4x 13% 22% 31% 12%

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

Recent Activity

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

Criteo Corp (NASDAQ: CRTO) acquired HookLogic for $250mm. HookLogic provides performance marketing services to manufacturers and hotels. It offers retail search 10/4/16 exchange/native advertising, paid product listings integration, and closed-loop advertising solutions to e-commerce site owners through its platform.

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

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 05 above. NOVEMBER 2016 Banking Software & Processors

Public Market Data

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

5.0x 22x 280

4.5x 20x 250

18x 220 4.0x 16x 190 3.5x 14x 160 3.0x EV / EBITDA EV / Revenue 12x 130 2.5x 10x 100

2.0x 8x 70 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E FIS 24,394 34,577 3.8x 3.7x 13.0x 11.7x (1%) 3% 29% 31% Fiserv 21,931 26,236 5.0x 4.8x 16.4x 13.7x 4% 5% 31% 35% Jack Henry & Associates 6,422 6,352 4.9x 4.6x 14.0x 12.7x 6% 6% 35% 36% Temenos 4,678 4,951 9.1x 7.9x 41.8x 20.7x 16% 16% 22% 38% Oracle Financial Services 4,098 3,545 5.9x 5.3x 14.4x 12.7x 4% 11% 41% 42% Ellie Mae 3,545 3,159 12.4x 8.9x 65.8x 28.4x 57% 39% 19% 31% ACI Worldwide 2,104 2,796 2.7x 2.8x 16.0x 11.3x 3% (4%) 17% 25% Q2 Holdings 1,120 1,028 9.4x nm nm nm 38% na na na Bottomline Technologies 861 906 2.7x 2.6x 22.2x 11.8x 4% 2% 12% 22% Sword Group 286 258 1.7x 1.4x 11.6x 9.3x 18% 17% 15% 16% Polaris Consulting & Services 248 192 0.6x nm 5.5x nm 0% na 12% na Microgen 144 143 3.6x 2.9x 14.4x 11.8x 7% 24% 25% 25% Gresham Computing 94 89 4.8x 4.2x 35.7x 18.9x 16% 16% 14% 22% Trim Mean 4,131 4,506 4.9x 4.3x 20.0x 13.9x 10% 11% 22% 29% Median 2,104 2,796 4.8x 4.2x 15.2x 12.7x 6% 11% 20% 31%

[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 Lendio (South Jordan, UT) raised $20mm in a series D round of funding led by new investors Comcast Ventures and Stereo Capital, and also included existing investors 10/24/16 Blumberg Capital, Napier Park Global Capital, North Hill Ventures, and Tribeca Venture Partners. The company plans to use the funding to expand SME lending solutions and further invest in marketing.

IbanFirst (Brussels, Belgium) raised €10mm ($10.8mm) in a round of funding led by French entrepreneur Xavier Niel. IbanFirst was previously known as FX4BIZ. IbanFirst 10/18/16 Xavier Niel enables international “Banking-as-a-Service” promising lower fees and better exchange rates than traditional corporate banking accounts.

Gresham Computing (LSE:GHT) acquired C24 Technologies for $5.8mm, valuing the company at an implied 2.3x LTM Revenue and 19.8x LTM EBITDA. As part of the 10/4/16 transaction, Gresham announced an intent to raise £3.3mm through a placing of new shares. This is the first acquisition completed by Gresham. C24 will give Gresham new capabilities in financial message processing.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 06 above. NOVEMBER 2016 Business Intelligence Software

Public Market Data

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

12.0x 60x 220

200 10.0x 50x 180 8.0x 40x 160

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

2.0x 10x 80 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

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

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

Splunk 8,092 7,072 10.6x 7.7x na nm 48% 37% na 9% Open Text 7,597 8,905 4.9x 4.6x 16.9x 12.9x (2%) 7% 29% 35% Tableau Software 3,635 2,770 4.2x 3.4x na 42.5x 58% 23% na 8% Verint Systems 2,273 2,662 2.4x 2.4x 19.1x 10.5x 0% (2%) 12% 23% Microstrategy 2,244 1,666 3.1x 3.2x 11.2x 12.4x (9%) (3%) 28% 26% Talend 606 610 8.0x 5.9x na na 21% 36% na na Hortonworks 458 374 3.1x 2.1x na na 165% 48% na na Trim Mean 3,271 2,956 4.7x 3.9x 16.9x 12.6x 25% 20% 28% 19% Median 2,273 2,662 4.2x 3.4x 16.9x 12.6x 21% 23% 28% 23%

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

Recent Activity

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

Metamarkets (San Francisco, CA) raised $14mm in a debt round led by Wellington Financial. Metamarkets Group develops a real-time analytics platform for the digital 10/12/16 advertising space. The capital will help Metamarkets expand its engineering team and invest even further in its real-time data processing infrastructure.

Wavefront (Palo Alto, CA) raised $53mm in a funding round led by Tenaya Capital. Wavefront operates a cloud-based analytics platform for managing data centers. Its 10/4/16 platform enables users to ask new questions; get real-time answers; send data points every day; localize an issue by identifying and addressing the culprit during a crisis; prevent downtime; and get alerts on various situations.

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 07 above. NOVEMBER 2016 Capital Markets Software & Services

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

240 3.5x 24x 220

200 20x 3.0x 180

160 16x 140 2.5x

EV / EBITDA 120 EV / Revenue 12x 100

80 2.0x 8x Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-11 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16

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

Company Market Enterprise EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin (USD millions) Cap Value CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E IHS Markit 12,512 15,655 4.7x 4.3x 16.3x 11.6x 5% 10% 29% 37% Broadridge 7,830 8,125 2.9x 2.3x 13.7x 12.2x 7% 24% 21% 19% SS&C Technologies 6,598 8,986 9.0x 5.9x 27.3x 14.8x 30% 52% 33% 40% Computershare 4,452 5,754 3.0x 2.8x 9.6x 10.7x (3%) 5% 31% 26% DST 3,173 3,104 1.5x 1.9x 7.7x 8.2x (1%) (20%) 20% 23% SimCorp 2,278 2,246 7.3x 6.9x 27.5x 28.5x 15% 6% 26% 24% Envestnet 1,512 1,765 4.2x na 34.9x 17.6x 21% na 12% na IRESS 1,400 1,523 5.5x 5.1x 22.0x 16.7x 10% 8% 25% 30% Fidessa group 1,184 1,101 3.0x 2.7x 17.6x 10.1x 7% 12% 17% 27% First Derivatives 634 655 4.9x 3.9x 37.0x 20.4x 39% 24% 13% 19% Linedata Services 337 351 1.8x 1.8x 7.4x 6.4x 9% (1%) 25% 29% Cinnober 115 111 3.3x 2.8x 51.1x nm 10% 18% 6% 2% StatPro Group 92 104 2.8x 2.4x 21.2x 16.8x (6%) 17% 13% 14% Brady 70 62 1.8x 1.6x nm 11.2x (12%) 11% 0% 15% Lombard Risk Management 35 26 0.9x 0.7x 22.2x na 6% 25% 4% na Trim Mean 2,283 2,607 3.6x 3.1x 21.4x 13.7x 9% 13% 19% 24% Median 1,400 1,523 3.0x 2.7x 21.6x 12.2x 7% 12% 20% 24%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Broadridge (NYSE:BR) acquired M&O Systems for an undisclosed sum. The acquisition will help Broadridge expand its wealth management offerings to include a 11/4/16 best-of-breed, back-office agnostic compensation management tool. The acquisition is Broadridge’s 7th in 2016. Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems.

ICAP (LSE:IAP) acquired Abide Financial for an undisclosed sum. Abide will become a subsidiary of ICAP’s Post Trade Risk and Information division. Abide’s regulatory 10/13/16 reporting hub and venues will be integrated with Traiana and ICAP’s PTRI Approved Publication Arrangement reporting service.

ION Investment Group (Dublin, Ireland) acquired Reval for an undisclosed sum. The transaction gives ION a stronger foothold in treasury services and provides strong 10/6/16 functionality in risk and hedge accounting. Reval VEO and cofounder Jiro Okochi will stay on to lead the business.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 08 above. NOVEMBER 2016 Data & Analytics – Financial Services

Public Market Data

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

6.0x 18x 300

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

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

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 CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

S&P Global 32,327 34,860 6.6x 6.2x 15.8x 14.2x 5% 6% 42% 44% Thomson Reuters 29,564 38,402 3.1x 3.4x 14.8x 12.3x (3%) (8%) 21% 28% Moody's 19,531 21,079 6.0x 5.9x 13.3x 13.1x 5% 3% 46% 45% Experian 18,409 21,498 4.6x 4.6x 12.2x 13.5x (3%) (0%) 38% 34% Equifax 15,038 17,810 6.7x 5.7x 19.5x 15.9x 9% 18% 34% 36% Verisk Analytics 14,009 16,127 7.8x 8.1x 17.1x 16.1x 18% (3%) 46% 50% MSCI 7,656 8,756 8.1x 7.6x 18.2x 15.4x 8% 7% 45% 49% FactSet Research Systems 6,293 6,340 6.1x 5.5x 17.1x 15.5x 10% 11% 36% 36% CoStar Group 6,070 5,884 8.3x 7.0x 64.4x 23.0x 24% 18% 13% 31% Dun & Bradstreet 4,570 5,862 3.6x 3.4x 13.7x 11.8x 3% 4% 26% 29% FICO 3,888 4,384 5.2x 4.9x 22.5x 20.8x 7% 6% 23% 23% CoreLogic 3,796 5,253 3.4x 2.7x 16.2x 10.5x 9% 27% 21% 26% Morningstar 3,058 2,853 3.6x 3.6x 11.2x 11.4x 4% 0% 32% 32% Trim Mean 11,711 13,441 5.6x 5.3x 16.4x 14.6x 7% 6% 33% 35% Median 7,656 8,756 6.0x 5.5x 16.2x 14.2x 7% 6% 34% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Morningstar (NasdaqGS:MORN) acquired the remaining 80% of PitchBook Data that it did not already own for $180mm, implying an enterprise value of $225mm. 10/14/16 Pitchbook reported $31.1mm in revenue for the twelve months ending June 30, 2016, valuing the company at an implied 7.2x LTM revenue. Morningstar was an early investor in PitchBook and previously owned approximately 20%. Drillinginfo (Austin, TX) acquired GlobalView Software for an undisclosed sum. GlobalView provides analytics, risk management and data management solutions for 10/11/16 global energy and agricultural companies and bolsters Drillinginfo’s existing oil and gas analytics offering. Drillinginfo will also integrate its proprietary data sets into GlobalView’s MarketView solution. Q4 (Toronto, Canada) acquired Euroinvestor IR Solutions for an undisclosed sum. Euroinvestor IR Solutions provides interactive charting, tools and news applications 10/11/16 for European listed companies to leverage for their investor websites and mobile applications. Euroinvestor’s technology supports 45 global exchanges in 21 languages.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 09 above. NOVEMBER 2016 Healthcare Information Software Systems

Public Market Data

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

7.0x 35x 200

6.0x 30x 180

5.0x 25x 160

4.0x 20x 140 EV / EBITDA EV / Revenue 3.0x 15x 120

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

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

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

Cerner 20,199 20,079 4.6x 4.2x 16.6x 12.8x 31% 10% 28% 33% Veeva Systems 5,717 5,237 12.8x 9.9x 59.1x 34.1x 31% 29% 22% 29% athenahealth 4,133 4,294 4.6x 3.9x nm 17.8x 23% 19% 7% 22% Medidata 2,771 2,701 6.9x 5.8x 67.4x 25.5x 17% 18% 10% 23% CompuGroup Medical 2,245 2,620 4.3x 4.2x 25.7x 18.8x 5% 1% 17% 22% Allscripts 2,237 3,808 2.7x 2.4x 33.9x 13.6x 1% 13% 8% 18% Inovalon 2,061 1,618 3.7x 3.4x 11.5x 12.1x 21% 8% 32% 28% Health Equity 1,982 1,832 14.5x 10.3x 52.7x 29.5x 44% 40% 27% 35% The Advisory Board 1,612 2,119 2.8x 2.6x 20.6x 11.1x 34% 6% 13% 23% NantHeatlh 1,591 1,388 23.8x 12.7x nm na 72% 88% na na Benefitfocus 964 979 5.3x 4.2x nm na 35% 26% na na Quality Systems 800 822 1.7x 1.6x 14.7x 9.4x 3% 2% 11% 17% iRhythm Technologies 526 649 18.0x n/a nm na 66% n/a na na Computer Programs & Systems 348 500 2.7x 1.9x 15.0x 9.4x (11%) 48% 18% 20% Trim Mean 2,220 2,339 6.9x 4.8x 29.8x 16.7x 26% 20% 17% 24% Median 2,022 1,976 4.6x 4.2x 23.2x 13.6x 27% 18% 17% 23% [1] Benefitfocus added to the index as of IPO 9/18/13, Veeva added on 10/16/13, and Imprivata added on 6/24/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Axial Healthcare (Nashville, TN) raised $16.5mm in a round of funding led by Oak HC/FT and included participation from a number of existing investors. Axial provides a 10/11/16 suite of pain management capabilities, including predictive analytics, a decision support platform, network performance monitoring and PharmD consults for providers. Prior to this round, Axial had raised approximately $10mm.

Aptean (Alpharetta, GA) acquired GQ Life Sciences for an undisclosed sum. GQ provides life sciences patent search solutions. The company was backed by Milestone 10/3/16 Venture Partners and Mosaix Ventures. Including this deal, Aptean, backed by Vista Equity, has made 9 acquisitions since the beginning of 2015.

Intelligent Medical Object (Northbrook, IL) received an undisclosed growth investment from Warburg Pincus. IMO provides medical terminology solutions for EHR systems 9/29/16 based on the company’s proprietary content of 800,000+ clinical concepts that map to five million terms across more than 100 code sets. Prior to this round, IMO had not raised any institutional capital.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 10 above. NOVEMBER 2016 Information & Market Research

Public Market Data

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

4.0x 18x 200

180 3.5x 16x

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

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

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

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

Reed Elsevier (RELX Group) 36,150 40,753 5.4x 4.6x 18.2x 13.3x 3% 16% 30% 35% Nielsen 16,233 23,945 3.9x 3.8x 16.0x 12.4x (2%) 2% 24% 31% Wolters Kluw er 11,523 13,557 2.9x 2.9x 11.1x 11.2x 15% 2% 26% 26% Pearson 7,653 8,195 1.5x 1.5x 9.4x 8.9x (2%) 1% 16% 17% Gartner 7,210 7,496 3.5x 3.1x 21.2x 16.2x 7% 13% 16% 19% Informa 5,421 6,730 4.5x 4.0x 14.5x 12.2x 7% 11% 31% 33% UBM 3,931 3,988 4.2x 3.9x 16.2x 13.5x 40% 6% 26% 29% Euromoney Institutional Investor 1,634 1,589 3.2x 3.2x 7.8x 12.2x (1%) (1%) 41% 26% comScore 1,135 1,021 2.8x 2.1x 27.5x 8.5x 12% 34% 10% 24% Forrester Research 687 560 1.8x 1.7x 17.3x 14.5x 1% 4% 10% 12% Trim Mean 6,843 8,315 3.3x 3.1x 15.5x 12.3x 5% 7% 22% 26% Median 6,316 7,113 3.3x 3.1x 16.1x 12.3x 5% 5% 25% 26%

Recent Activity

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

20/20 Research (Nashville, TN) acquired iModerate for an undisclosed sum. 10/17/16 iModerate offers online qualitative market research services and fits strategically with 20/20’s QualBoard discussion and QualMeeting interview platforms.

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

Public Market Data

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

3.0x 40x 250

35x 2.5x 220 30x

2.0x 25x 190

1.5x 20x 160 EV / EBITDA

EV / Revenue 15x 1.0x 130 10x

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

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 CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E CY2015A CY2016E

Guidew ire Softw are 4,263 3,635 9.2x 8.2x nm 46.5x 7% 12% 5% 18% Ebix 1,846 2,009 7.6x 6.9x 20.5x 18.1x 24% 10% 37% 38% CorVel 682 641 1.3x nm 10.0x nm 1% na 13% na Sapiens 678 597 3.2x 2.8x 20.9x 18.8x 18% 16% 15% 15% msg life 102 77 0.6x 0.6x 9.3x 6.5x 4% 3% 7% 10% Connecture 42 111 1.2x 1.3x 19.4x nm 13% (10%) 6% 1% Trim Mean 827 840 3.3x 3.6x 16.6x 18.4x 10% 8% 10% 14% Median 680 619 2.3x 2.8x 19.4x 18.4x 10% 10% 10% 15%

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

Recent Activity

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

Alan (Paris, France) raised €12mm ($13.3mm) in a venture round from CNP Assurances, Power Financial and Partech Ventures. Alan provides an online health 10/25/16 insurance platform, which allows its customers to submit reimbursements, add their partner on their health plan and get more details about their coverage.

EverQuote (Cambridge, MA) raised $23mm in a Series B round led by Savano Capital 10/20/16 Partners at a $195mm valuation. EverQuote provides a comparison-shopping site for auto insurance.

Ladder (Menlo Park, CA) raised $14mm in a Series A round led by Canaan Partners. 10/19/16 Ladder provides a smart life insurance platform for digital consumers.

Public Market Data

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

4.5x 18x 300

4.0x 16x 275 250 3.5x 14x 225

3.0x 12x 200

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

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

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

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

Pay Pal 49,738 44,650 4.8x 4.1x 22.9x 16.4x 15% 17% 21% 25% FleetCor Technologies 16,558 20,009 11.7x 11.0x 23.6x 21.0x 42% 7% 50% 52% Global Payments 11,888 15,885 5.6x 5.8x 25.8x 18.3x 6% (4%) 22% 32% Vantiv 11,104 14,250 8.5x 7.5x 20.0x 15.6x 19% 14% 43% 48% Western Union 10,208 12,134 2.2x 2.2x 8.7x 9.0x (2%) (1%) 25% 25% Total System Services 8,665 11,604 4.2x 2.8x 17.4x 11.4x 14% 50% 24% 24% Wirecard 6,309 5,444 6.2x 4.8x 22.9x 16.2x 28% 27% 27% 30% WEX 4,634 6,398 7.5x 6.4x 21.4x 17.6x 27% 18% 35% 36% Euronet Worldw ide 4,462 4,340 2.4x 2.2x 15.8x 12.3x 6% 11% 16% 18% Blackhaw k Netw ork Holdings 1,680 1,960 1.1x 1.0x 12.2x 9.5x 25% 8% 9% 11% EV ERTEC 1,247 1,839 4.9x 4.8x 12.4x 9.9x 3% 3% 40% 48% PayPoint 871 769 2.9x 3.0x 11.3x 10.6x (1%) (3%) 26% 28% Cass Information Systems 638 335 2.7x nm 9.5x nm 2% na 29% na Moneygram International 471 1,420 1.0x 0.9x 8.6x 5.3x (1%) 6% 12% 18% SafeCharge 420 292 2.9x 2.7x 10.2x 8.5x 30% 6% 29% 32%

Trim Mean 6,057 7,414 4.3x 3.9x 16.0x 12.9x 13% 10% 27% 30% Median 4,634 5,444 4.2x 3.5x 15.8x 11.8x 14% 8% 26% 29% [1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

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

Paysimple (Denver, CO) raised $115mm led by Providence Strategic Growth. The 10/20/16 investment is expected to accelerate PaySimple’s strategy to market services online and automate payment acceptance.

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

Cardtronics (Nasdaq:CATM) acquired DirectCash Payments for $460mm. The purchase includes First Data’s Australian ATM portfolio, which DirectCash acquired on 10/3/16 September 30th. DirectCash is a leading provider of prepaid card products, ATM services, and debit terminals.

Public Market Data

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

180 10.0x 16x

9.0x 160 14x

8.0x 140 12x 7.0x EV / EBITDA

EV / Revenue 120 10x 6.0x

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

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

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

CME Group 33,948 34,675 10.4x 9.9x 15.6x 14.1x 7% 5% 67% 70% IntercontinentalExchange (ICE) 32,447 38,336 11.5x 8.5x 18.0x 14.0x 8% 34% 64% 61% Hong Kong Exchange 32,182 30,854 18.6x 21.2x 26.1x 30.5x 31% (12%) 71% 70% Deutsche Börse Group 14,155 15,562 5.1x 5.8x 12.5x 11.1x 16% (12%) 41% 52% London Stock Exchange (LSE) 12,125 12,749 5.9x 6.6x 17.0x 13.6x 36% (11%) 35% 48% The Nasdaq OMX Group 10,843 14,057 7.4x 6.2x 12.8x 12.4x 13% 20% 58% 50% BM&F Bovespa 10,547 10,520 15.1x 14.5x 23.1x 21.4x 9% 4% 65% 68% Australian Exchange (ASX) 7,043 6,286 11.6x 10.8x 14.5x 14.1x 9% 7% 80% 77% Singapore Exchange (SGX) 5,479 4,802 8.0x 8.4x 14.9x 15.0x 18% (4%) 54% 56% CBOE 5,138 5,078 8.0x 8.0x 13.9x 14.7x 3% (0%) 58% 55% TMX Group 2,527 3,053 5.3x 5.5x 10.6x 11.0x (4%) (3%) 50% 50% Trim Mean 14,440 14,954 9.3x 8.7x 15.8x 14.5x 13% 1% 59% 59% Median 10,843 12,749 8.0x 8.4x 14.9x 14.1x 9% (0%) 58% 56%

Recent Activity

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

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

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

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

Public Market Data

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

9.0x 45x 300

8.0x 40x 260 7.0x 35x 220 6.0x 30x

180 5.0x 25x EV / EBITDA EV / Revenue

4.0x 20x 140

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

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

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

Symantec 15,519 17,076 2.8x 2.8x 16.9x 16.9x 32% 32% 16% 16% Check Point Softw are 14,534 13,304 8.2x 7.7x 15.6x 13.9x 9% 6% 52% 55% Palo Alto Netw orks 13,675 12,898 11.2x 8.1x na 38.5x 56% 38% na 21% F5 Netw orks 9,158 8,276 4.3x 4.1x 13.9x 10.4x 9% 4% 31% 39% Fortinet 5,705 4,674 4.6x 3.7x nm 22.3x 31% 24% 6% 17% Proofpoint 3,301 3,250 12.2x 8.7x na nm 36% 41% na 10% Fir eEy e 1,914 1,720 2.8x 2.4x na na 46% 16% na na CyberArk 1,682 1,430 8.9x 6.6x 40.7x 24.0x 56% 34% 22% 28% AVG Technologies 1,290 1,411 3.3x 3.2x 10.9x 9.5x 14% 2% 30% 34% Barracuda Netw orks 1,243 1,068 3.5x 3.1x nm 14.0x 16% 12% 1% 22% Imperva 1,197 938 4.0x 3.7x na na 43% 9% na na mimec as t 1,167 1,064 7.8x 6.5x nm nm na 21% 10% 4% Axw ay Softw are 648 640 2.0x 1.9x 12.2x 11.5x 9% 9% 17% 16% Radw are 591 384 1.8x 2.0x 12.5x 29.1x (2%) (10%) 14% 7% VASCO Data Security 548 406 1.7x 2.1x 7.4x 15.1x 20% (21%) 23% 14% Zix 217 192 3.5x 3.2x 19.1x 11.8x 9% 10% 18% 27% Absolute Softw are 189 156 1.7x 1.8x 9.7x 18.8x (1%) (4%) 17% 9%

Trim Mean 3,791 3,444 4.7x 4.1x 13.8x 17.1x 23% 14% 19% 20% Median 1,290 1,411 n 3.5x 3.2x 13.2x 15.1x 18% 10% 17% 17%

Recent Activity

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

Proofpoint (NasdaqGM:PFPT) acquired FireLayers for $55mm. With this acquisition, Proofpoint will extend Targeted Attack Protection (TAP) to SaaS applications, 10/25/16 enabling customers to protect their employees using SaaS applications from advanced malware.

ThreatMetrix (San Jose, CA) raised $30mm in a debt round led by Silicon Valley Bank. ThreatMetrix is a provider of advanced fraud prevention and context-based 10/18/16 security solutions. ThreatMetrix has raised an aggregate funding of $84mm. The round will be used to expand the global data center footprint, fuel sales and marketing for new markets, and bolster business operations into 2017.

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 15 above. NOVEMBER 2016 Technology-Enabled Financial Institutions

Public Market Data

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

5.0x 22x 220

4.0x 18x 180

3.0x 14x 140 EV / EBT

EV / Revenue 2.0x 10x 100

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

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

Recent Activity

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

AX Trading Group (New York, NY) raised $20mm to expand the firm’s global market 10/26/16 Undisclosed position. AX provides a platform for institutional traders to proactively reach out to targeted counterparties in a way that protects their trading intentions and their identity.

TD Ameritrade (Nasdaq:AMTD) acquired Scottrade for $4.0bn in cash and stock. Scottrade is an online brokerage with over 3 million accounts and $170bn AUM. TD 10/24/16 expects to realize approximately $450mm in combined annual expense synergies, and more than $300mm in additional longer-term opportunities.

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

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 10/31/16. These companies are a sample of firms in the sector as M&A defines it, and do not comprise a comprehensive list of all firms in the sector. M&A calculates mean and median multiples for the sector using data from a set of firms that it believes to be reasonable and which may not be identical to the set reflected 16 above. NOVEMBER 2016 Technology-Enabled Healthcare Services

Public Market Data

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

4.5x 24x 200

3.5x 18x 150

2.5x

12x 100 EV / EBITDA EV / Revenue 1.5x

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

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

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

McKesson 28,995 33,153 0.2x 0.2x 7.4x 7.0x 10% 4% 2% 2% Cotiviti 2,784 3,546 6.6x 5.8x 17.9x 14.8x 23% 13% 37% 39% WebMD 2,744 2,749 4.3x 3.9x 18.8x 11.9x 10% 11% 23% 33% HMS Holdings 1,781 1,791 3.8x 3.6x 19.8x 14.5x 7% 5% 19% 25% Evolent Health 1,419 1,513 15.6x 6.2x nm n/a na 153% na n/a Healthw ays 953 1,203 1.6x 2.4x 36.4x 11.8x 4% (35%) 4% 20% HealthStream 866 765 3.7x 3.4x 30.2x 24.9x 22% 9% 12% 14% MINDBODY 827 757 7.5x 5.4x nm n/a 45% 37% na n/a Teladoc 745 715 9.2x 5.8x nm n/a 78% 58% na n/a Emis 654 658 3.4x 3.3x 13.0x 9.7x 13% 3% 26% 34% Vocera Communication 497 376 3.6x 3.0x nm n/a 9% 22% na 3% Castlight Health 449 332 4.4x 3.3x nm n/a 65% 33% na n/a Everyday Health 350 436 1.9x 1.7x 18.1x 9.6x 26% 11% 10% 18% Accretive Health 244 210 1.8x 1.0x nm n/a (44%) 79% na n/a Tabula Rasa Healthcare 189 263 3.7x 3.0x 37.3x 22.5x 45% 25% 10% 13% Cranew are 171 122 2.6x 2.3x 8.6x 7.2x 8% 16% 30% 32%

Trim Mean 1,270 1,315 4.1x 3.4x 20.4x 12.7x 22% 23% 19% 23%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Nordic (Madison, WI) received an undisclosed minority recapitalization from Silversmith and a group of banks including current lender, Square 1 Bank. Nordic is 10/13/16 an EHR / IT consulting firm with expertise in Epic systems. Prior to this round, Nordic had raised ~$45mm in equity and included Kaiser Permanente, Health Enterprise Partners, HLM and SV Life Sciences as backers. Wolters Kluwer (ENXTAM:WKL) acquired Emmi Solutions for $170mm, valuing the company at an implied 5.9x revenue. Emmi provides a multi-media engagement 10/4/16 platform used by hospitals and payers for personalized patient communications that span the spectrum of care from prevention to follow-up. Primus Capital invested an undisclosed amount in Emmi in 2012. InstaMed (Philadelphia, PA) raised $50mm in funding from Carrick Capital Partners. InstaMed is a healthcare payment network focused on payers, providers and 9/26/16 consumers. The company plans to use the funds to drive network growth and accelerate their go-to-market strategy. Including this round, InstaMed has raised over $115mm.

MERGER AND ACQUISITION TRANSACTIONS

(1) Software and Services Transaction Activity

500 40.0

450 35.0

400 30.0 350

25.0 300

250 20.0

200 15.0

150 Aggregate ($bn)Value Number of Transactions 10.0 100

5.0 50

0 0.0 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2013 2014 2015 2016

Number of Transactions Aggregate Value

(1) Software and Services Transaction Multiples

40x 6x

30x

20x 3x EV / EBITDA EV / Revenue EV

10x

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

EV / EBITDA EV / Revenue

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

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

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

Perry Harris President, Varden Technologies

San Mateo, CA Brentwood, TN

received a strategic has been acquired by investment from

a portfolio company of

Tokyo, Japan Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial strategic and financial advisor to advisor to Xignite. Agilum Healthcare Intelligence.

New York, NY Campbell, CA Boston, MA New York, NY

has been acquired by received an investment from has been acquired by has invested in

Dublin, Ireland Palo Alto, CA Windsor, CT

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

Note: Not a complete list 19 NOVEMBER 2016

PEER AND INDUSTRY GROUP RECOGNITION

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

Ken Marlin Founder and Managing Partner

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

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

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

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

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

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

20 NOVEMBER 2016 MARLIN AND ASSOCIATES: WHO WE ARE

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

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

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

Paul Friday

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

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

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