Financial Technology June 2017 June INVESTMENT BANKINGANDSTRATEGIC ADVISORYTO www.MarlinLLC.com M&A MARLIN &ASSOCIATES AND INFORMATIONSERVICES INDUSTRIES THE FINANCIAL TECHNOLOGY UPDATE MARKET Technology Financial © Marlin & Associates Holdings LLC, All Right Reserved Right All LLC, Holdings Associates & Marlin © Washington, D.C. San Francisco New New Toronto York DEAR CLIENTS AND FRIENDS, Fintech Demand Remains Strong – Our June 2017 Fintech Market Update

Dear Clients and Friends,

Fintech demand remains strong. 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. Please find our latest Fintech m&a Market Update below.

The Fintech world is rapidly changing. It is being reshaped by innovative, fast growing companies that have found effective, new ways to solve old problems – and those who would partner with them to help reinvent this world. This week, we announced the completion of our sixth transaction in as many months; our client Investment Metrics, a Darien, CT-based provider of powerful performance analytics and reporting software to the investment management industry, has received a significant equity investment from Resurgens Technology Partners and HarbourVest Partners, both well-regarded PE firms. Investment Metrics is a creative firm finding better solutions to real problems. Shortly before that we advised on a $175 million Fintech refinancing that has not yet been announced – and we expect to close another Fintech transaction within weeks.

Last week, we were pleased to learn that we have been named as the 2017 “Boutique Investment of the Year (US)” by ACQ5, and also that a Fintech transaction on which we advised last year was named as the “Cross-Border Deal of the Year”. (We were recognized for our role as the strategic and financial advisor to another innovator, Xignite, in its Series C funding round led by Tokyo-based QUICK Corporation, part of the Nikkei Group and Japan’s largest financial information provider.)

It’s clear to us that the demand for innovative, growing Fintech firms that have achieved scale has not diminished. There is a wide range of corporate and financial buyers with deep pockets and a strong desire to partner with management and participate in the reshaping of this rapidly evolving marketplace. We are pleased to be advising many of them.

You can see more about the trends and deals in Fintech m&a in the following report. They clearly demonstrate that across the board, values and volume in this world remain strong.

Some of the more interesting deals this past month include:

• Moody’s Corporation (NYSE:MCO) agreed to acquire Bureau • FLEETCOR Technologies (NYSE:FLT) agreed to acquire van Dijk for €3.0bn (~$3.3bn), valuing the company at an Cambridge Global Payments for $675mm, implied 11.6x LTM revenue, • Cowen Group (NASDAQ:COWN) agreed to acquire Convergex • First Data (NYSE:FDC) agreed to acquire CardConnect Group for $116mm. (NASDAQ:CCN) for $750mm valuing the company at an implied 4.6x LTM revenue and 27.8x LTM EBITDA, • Exchange Group (LSE:LSE) agreed to acquire The Yield Book and Citi Fixed Income Indices for $685mm,

Please see our full June Fintech m&a Market Update, below.

Also, please standby for some interesting new format changes to our newsletters over the coming weeks. We’re working hard on them.

We will be attending Money20/20 Europe on June 26th-28th. To arrange a meeting there, please contact Paul Friday at [email protected].

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 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. JUNE 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 ; asset managers; insurance companies; securities exchanges; corporations (treasurers and CFO’s); merchants (payments); and a host of other 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 JUNE 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 and • 20+ years of investment banking 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 • 15+ years of • VP of Business Development at experience SunGard • Thought leader in Fintech • Founder of software company sold to • 8+ years in investment banking at UBS SunGard and Deutsche Bank • Started career designing trading software • BS from Union College for TD Bank • MBA from University of Virginia’s Darden • BaSC, Engineering from University of School of Business Toronto • Named to Deal’s Digest “40-Under-40” Tom Selby Jonathan Kaufman

"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 JUNE 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. JUNE 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. JUNE 2017

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

Darien, CT New York, NY has received an equity investment Toronto, Canada London, United Kingdom from has been acquired by received an investment from has sold the Atrium wireless and extranet infrastructure businesses to a portfolio company of

Atlanta, GA

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

Salt Lake City, UT New York City, NY Phoenix, AZ Port Talbot, United Kingdom has been acquired by has been acquired by has completed a majority received an investment from recapitalization with

Boston, MA and San Francisco, CA Chicago, IL London, United Kingdom Lake Success, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial advisor to BillingTree exclusive strategic and financial advisor to M&O Systems, Inc. advisor to iTransact Group, LLC advisor to Vizolution.

Boston, MA San Mateo, CA New York, NY Campbell, CA has been acquired by received a strategic has been acquired by received an investment from investment from

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

has sold the assets of New York, NY Dublin, Ireland London, United Kingdom

has invested in has been acquired by invested in

to

Dublin, Ireland London, United Kingdom London, United Kingdom Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as financial advisor to Aquiline Capital exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial Partners. advisor to CNO Financial Group. advisor to Information Mosaic. advisor to CIT Growth Capital. JUNE 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. JUNE 2017

2017 Fintech Events:

Date Conference Location Website

June 26-28, 2017 The Future of Fintech - CB Insights The Future of Fintech is an exclusive gathering of the world's New York, NY Details largest financial institutions, best Fintech startups, and most active venture investors. Covering the ongoing pace of disruption and funding in finance and what that means for incumbents, consumers, and the future of financial services more broadly across major trends like AI, blockchain, insurance tech, robo advising, and more. Money 20/20 Europe June 26-28, 2017 The payments, financial services and retail sectors are currently Copenhagen, DK Details experiencing an accelerated period of product development, characterized by technology and regulatory-based disruption. Money20/20 Europe is engineered to bring together all the stakeholders with a part to play in the commerce revolution: payments and financial services providers, banks and non- banks, the mobile ecosystem, the retail industry (offline and online), marketing services and data companies, investors, advisory firms and government bodies.

July 17-14, 2017 Fintech Week London London, UK Details This will represent a unique opportunity to find new opportunities, to discover what’s in store for London financial services and to connect with industry leaders. The aim once again is to unite the world of Fintech in the world’s financial capital; to enhance the dialog between established multi- nationals, innovation firms, disruptive start-ups, governments, media and investors..

July 17-14, 2017 Singapore Money2020 Asia Built in the US and thriving in Europe, Money20/20 will now bring Details together a global network of innovators, disruptors and established industry players at the inaugural Money20/20Asia driving a worldwide payments and financial services revolution with a pan- Asian focus. Money20/20 organizes the world’s largest events focused on payments and financial services at the intersection of mobile, retail, marketing services, data and technology.

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

Data & Analytics - Financial Services

Payment Technology

Insurance Software

Securities Exchanges

0x 4x 8x 12x 16x 20x 24x

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 5/31/17. 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. JUNE 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 325

5. 0x 23x 275

4. 5x 20x 225 4. 0x 17x 175 3. 5x 14x EV / EBITDA EV / Revenue EV 125 3. 0x 11x

2. 5x 8x 75 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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 28,595 37,507 4.1x 4.0x 16.5x 12.2x 1% 2% 25% 33% Fiserv 27,461 31,782 5.8x 5.5x 18.5x 15.5x 5% 5% 31% 36% Jack Henry & Associates 8,277 8,284 5.9x 5.7x 16.8x 16.0x 7% 5% 35% 35% Temenos 6,651 6,820 10.8x 9.7x 40.8x 27.8x 17% 10% 26% 35% Oracle Financial Services 4,669 4,121 6.0x 5.6x 14.5x 14.4x 10% 8% 42% 39% Ellie Mae 3,901 3,508 9.7x 8.0x 47.9x 24.2x 42% 22% 20% 33% ACI Worldw ide 2,666 3,268 3.2x 3.2x 27.6x 13.5x (4%) 1% 12% 24% Q2 Holdings 1,609 1,527 10.2x 7.9x na nm 38% 29% na 4% Bottomline Technologies 950 989 2.9x 2.8x 31.6x 12.4x 2% 4% 9% 22% Sw ord Group 361 327 1.8x 1.6x 12.7x 10.6x 16% 11% 14% 15% Polaris Consulting & Services 349 264 0.9x na 7.9x na 0% na 11% na Microgen 260 242 4.4x 4.1x 19.6x 16.8x 35% 7% 22% 24% Gresham Technologies 151 141 6.4x 5.5x 36.6x 21.0x 16% 17% 17% 26% Trim Mean 5,196 5,558 5.5x 5.2x 23.5x 16.2x 13% 9% 21% 28% Median 2,666 3,268 5.8x 5.5x 19.0x 15.5x 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 Clayton, Dubilier & Rice (New York, NY) agreed to acquire a 60% stake in Capco from QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new FIS for $477mm, valuing the company at an implied $795mm. Capco is the brand investor Sunshine Insurance Group, and including participation from Guosen 11/28/165/24/17 name for FIS’ management consulting offerings. FIS had acquired Capco for $292mm Hongsheng Investment Co., Fosun Capital, and other undisclosed investors. in 2010. The transaction is subject to regulatory approvals and is expected to close in QuantGroup provides online financial services in China. Q3 of 2017. LendingTreeAdditiv (Zurich,(NASDAQ:TREE) Switzerland) raised acquired CHF 21mmIron Horse ($21.3mm) Holdings in (dba:a round CompareCards of funding from) forBZ $130mm.Bank and CompareCardsPatinex. Additiv,is which an online develops platform software enabling for banks,consumer asset credit managers, card 11/16/165/17/17 comparisons,and insurers, plansand providing to use the credit funding education to fuel andinternational credit health expansion management and the solutions. Thedevelopment transaction of cloudconsideration and SaaS consists-based ofproducts. $85mm Patinexcash at isclosing led by and billionaire up to $45mm Swiss of earninvestor-out Martinpayments Ebner, paid who during owns 2017 stakes and in 2018. both Avaloq and Temenos. MetaFinxact Financial (Jacksonville, Group FL)(NASDAQ: raised $12mmCASH) acquiredin a seed Specialty round of Consumerfunding from Services Live Oak (SCS)Venture for Partners, $54mm. angelSCS offersinvestors, a and management undisclosed platform strategic and investors. a proprietary Finxact plans 11/10/165/9/17 underwritingto use the funding model to that finish are the primarily development used to of deliver its “Core consumer-as-a-Service” tax advances cloud- basedand otherbanking consumer technology, credit expected services. to The launch transaction customers consideration in a limited consists capacity ofin 2017, with approximatelygeneral availability $15mm in 2018. 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 4/28/17. 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. JUNE 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

230 3. 5x 19x 200

3. 0x 16x 170

140 EV / EBITDA EV / Revenue EV 2. 5x 13x 110

2. 0x 10x 80 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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 19,358 22,990 6.3x 6.5x 17.1x 16.6x 10% (3%) 37% 39% Broadridge 9,160 10,157 2.9x 2.4x 16.0x 13.2x 23% 22% 18% 18% SS&C Technologies 7,881 10,216 6.9x 6.1x 19.9x 14.8x 48% 13% 35% 41% Computershare 5,822 7,035 3.5x 3.3x 16.1x 12.8x 4% 5% 21% 26% DST 3,866 4,266 2.7x 2.1x 12.9x 11.1x (23%) 29% 21% 19% SimCor p 2,488 2,435 7.3x 6.3x 30.7x 23.0x 6% 16% 24% 28% Envestnet 1,570 1,815 3.1x 2.7x 42.8x 14.5x 37% 15% 7% 19% IRESS 1,490 1,604 5.6x 4.9x 21.0x 16.5x 8% 13% 26% 30% Fidessa group 1,243 1,121 2.6x 2.4x 14.5x 11.0x 12% 7% 18% 22% First Derivatives 1,063 1,078 5.8x 5.0x 51.0x 26.9x 33% 18% 11% 18% Linedata Services 423 467 2.5x 2.1x 9.7x 7.8x (3%) 17% 26% 27% Cinnober 236 207 5.2x 4.2x nm nm 16% 24% 1% 4% StatPro Group 109 122 2.5x 1.9x 22.0x 13.6x 24% 30% 11% 14% Brady 83 73 1.9x 1.9x 33.3x 25.6x 11% (3%) 6% 8% Lombard Risk Management 74 65 1.6x 1.3x na 9.2x 34% 24% na 14% Trim Mean 2,726 3,123 4.0x 3.5x 22.4x 15.1x 17% 15% 19% 22% Median 1,490 1,604 3.1x 2.7x 19.9x 14.0x 12% 16% 20% 19%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Symphony Communication Services (Palo Alto, CA) raised $63mm in a round of equity funding led by new investor BNP Paribas, and including participation from 5/16/17 existing investors CapitalG and Goldman Sachs. This round brings the company’s funding raised to date to $229mm. Symphony’s messenger service now has roughly 200,000 licensed users throughout the financial services industry. Broadway Technology (New York, NY) raised $42mm in a round of equity funding led by new investor Long Ridge Equity Partners. Long Ridge now holds a minority stake 5/9/17 in Broadway Technology. The company plans to use the financing to expand into new global markets and continue to develop its trading solutions for banks, brokers, and hedge funds. Genstar Capital (San Francisco, CA) agreed to recapitalize Apex Fund Services and simultaneously agreed to acquire Equinoxe Alternative Investment Services. Peter 5/9/17 Hughes, the founder of Apex, will continue to hold a significant stake in the combined company and plans to remain in his role as CEO. Equinoxe Alternative Investment Services was previously owned by Estancia Capital Management.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/28/17. 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. JUNE 2017 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 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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 37,245 39,534 7.0x 6.8x 16.0x 14.6x 7% 3% 44% 47% Thomson Reuters 31,813 38,697 3.5x 3.4x 16.2x 11.5x (1%) 2% 21% 30% Moody's 23,015 24,944 6.9x 6.5x 15.2x 13.7x 3% 7% 46% 47% Experian 19,367 22,278 4.8x 5.1x 14.0x 14.5x (0%) (5%) 34% 35% Equifax 16,676 19,286 6.1x 5.7x 17.2x 15.4x 18% 8% 36% 37% Verisk Analytics 13,764 15,893 8.0x 7.6x 17.0x 15.4x 13% 4% 47% 50% MSCI 9,321 10,700 9.3x 8.6x 18.8x 16.9x 7% 8% 49% 51% CoStar Group 8,518 8,249 9.8x 8.7x 38.4x 30.8x 18% 14% 26% 28% FactSet Research Systems 6,578 6,758 5.9x 5.4x 16.8x 15.7x 11% 10% 35% 34% FICO 4,280 4,789 5.3x 5.1x 23.1x 19.5x 6% 5% 23% 26% Dun & Bradstreet 3,885 5,232 3.1x 3.0x 11.6x 10.5x 4% 4% 26% 28% CoreLogic 3,739 5,183 2.7x 2.8x 12.4x 11.1x 28% (5%) 21% 25% Morningstar 3,161 3,079 3.9x 3.6x 13.3x 13.2x 1% 7% 29% 27% Trim Mean 12,814 14,728 5.8x 5.5x 16.4x 14.7x 8% 5% 33% 35% Median 9,321 10,700 5.9x 5.4x 16.2x 14.6x 7% 5% 34% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced IntercontinentalLondon Stock ExchangeExchange Group (NYSE:ICE) (LSE:LSE) agreed acquired to acquire Mergent the Indexfor an Platformundisclosed from sum. BankMergent of Americais a leading Merrill provider Lynch of Global business Research and financial Division information for an undisclosed on public sum. and The 11/21/166/1/17 BofAMLprivate companies indices are and one adds of the to mostLSEG’s used data fixed and income analytics indices capabilities. by assets The under Mergent Index Platform from managementbusiness will form(AUM) part globally. of LSEG’s Upon Information closing, the Services AUM benchmarked Division which against includes the FTSE Global Research Division combinedRussell, among fixed incomeother real index time business and reference of ICE datais expected products. to be nearly $1 trillion. eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. London Group (LSE:LSE) agreed to acquire The Yield Book and Citi Public Plan IQ is a SaaS-based platform that provides access to public pension plan Fixed Income Indices from Citi for $685mm, valuing the company at an implied 6.4x 5/30/1711/10/16 reporting and board documents and houses more than 10,000 documents. The 2016 revenue and 14.9x 2016 EBITDA. The Yield Book and Citi Fixed Income Indices acquisition builds upon eVestment’s intelligence offering to institutional investors, & are both leading providers of fixed income indices and analytics globally. Citi Fixed Income Indices consultants and managers. Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. Moody’sBrightScope Corporation is a financial (NYSE:MCO) information agreed companyto acquire that provides Bureau avan suite Dijk of forproprietary €3.0bn 5/15/1711/1/16 (~$3.3bn),datasets, data valuing management the company capabilities at an implied and analytics 11.6x LTM to assetrevenue managers,. Bureau recordvan Dijk- provideskeepers, businessfinancial advisors,intelligence and and other company market information participants.. The transaction follows Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/28/17. 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. JUNE 2017 Insurance Software

Public Market Data

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

3. 0x 21x 260

2. 5x 18x 220

2. 0x 15x 180 EV / EBITDA EV / Revenue EV 1. 5x 12x 140

1. 0x 9x 100 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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 4,927 4,449 9.9x 8.4x nm 51.9x 14% 18% 4% 16% Ebix 1,770 1,968 6.6x 6.0x 17.9x 16.2x 12% 10% 37% 37% CorVel 897 868 1.7x na 13.1x nm 3% na 13% nm Sapiens 609 614 2.8x 2.2x 20.5x 16.1x 16% 27% 14% 14% msg life 115 90 0.8x 0.7x 7.8x 7.4x 3% 2% 10% 10% Connecture 19 108 1.3x 1.4x nm nm (15%) (9%) nm nm Trim Mean 847 890 3.1x 3.2x 15.5x 16.2x 8% 10% 12% 15% Median 753 741 2.3x 2.2x 15.5x 16.2x 8% 10% 13% 15%

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

Recent Activity

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

Ebix (NASDAQ:EBIX) acquired an 80% stake in ItzCash for $120mm. ItzCash is a pioneer in electronic payments in India, offering utility bill payments, travel bookings, 5/30/17 movie tickets, prepaid gift cards, remittances, insurance premium payments, property tax payments and mobile transactions.

Next Insurance (Palo Alto, CA) raised $29mm in a Series A funding round led by Munich Re/HSB Ventures with participation from Markel, Nationwide, and other 5/3/17 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. Singapore Life (Singapore) raised $50mm in a Series A funding round co-led by Impact Capital Holdings, a subsidiary of Credit China Fintech Holdings and IPGL. 4/26/17 Singapore Life offers on-demand long-term life and savings solutions for customers. The company plans to use the funds for continued operations and development purposes.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/28/17. 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. JUNE 2017 Payment Technology

Public Market Data

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

4. 5x 18x 300 275 4. 0x 16x 250 225 3. 5x 14x 200 175 3. 0x 12x 150 EV / EBITDA EV / Revenue EV 2. 5x 10x 125 100 2. 0x 8x 75 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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 63,487 54,559 5.0x 4.3x 26.0x 16.9x 17% 17% 19% 25% Cielo 18,926 21,963 5.8x 5.7x 13.1x 12.6x 11% 2% 45% 45% First Data 15,948 36,073 4.6x 3.0x 13.5x 12.0x 1% 52% 34% 25% Global Payments 14,040 17,602 4.7x 5.1x 17.8x 15.8x 33% (9%) 26% 32% FleetCor Technologies 13,644 16,925 9.2x 7.7x 18.1x 14.6x 8% 21% 51% 52% Vantiv 12,387 15,758 8.3x 7.5x 18.5x 15.7x 13% 10% 45% 48% Total System Services 11,013 13,678 3.3x 2.8x 16.0x 11.7x 50% 16% 20% 24% Western Union 9,194 11,354 2.1x 2.1x 8.3x 8.8x (1%) 0% 25% 24% Square 8,431 7,886 4.6x 8.6x nm 63.3x 35% (46%) nm 14% 8,251 7,423 6.2x 4.9x 22.4x 16.5x 32% 27% 28% 30% Worldpay Group 8,032 9,799 6.7x 6.0x 17.8x 14.8x 15% 11% 38% 41% Euronet Worldw ide 4,791 4,633 2.4x 2.2x 14.0x 11.6x 11% 9% 17% 19% WEX 4,405 6,587 6.5x 5.5x 22.3x 13.7x 19% 17% 29% 40% Blackhaw k Netw ork 2,423 2,800 1.5x 1.3x 19.0x 11.9x 5% 17% 8% 11% EV ERTEC 1,207 1,790 4.6x 4.5x 11.7x 9.6x 4% 3% 39% 47% MoneyGram International 1,151 1,937 1.2x 1.2x 8.7x 6.9x 6% 0% 14% 17% PayPoint 835 766 2.8x 2.9x 10.2x 9.8x (1%) (5%) 27% 30% SafeCharge 556 441 4.2x 3.8x 14.3x 12.1x 4% 11% 30% 31%

Trim Mean 8,417 11,061 4.6x 4.3x 15.8x 13.0x 13% 9% 29% 31% Median 8,341 8,842 4.6x 4.4x 16.0x 12.4x 11% 11% 28% 30% Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced AntFirst Financial Data (NYSE:FDC) Services Group, agreed an to affiliateacquire of CardConnect Alibaba Group (NASDAQ:CCN) (NYSE:BABA),for agreed $750mm to Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) acquirevaluing theMoneyGram company (atNASDAQ:MGI) an implied 4.6x for LTM $880mm, revenue implying and 27.8x an enterprise LTM EBITDA value. of for $425mm. Moneris offers credit, debit, wireless and online payment services for 11/10/161/26/175/29/17 $1.5bnCardConnect and valuing is a provider the company of payment at an processingimplied 1.0x solutions, LTM revenueprocessing and 7.0x $26bn LTMin merchants in virtually every industry segment and processed approximately $12bn in EBITDA.volume per The year offer from of $13.25~67,000 per merchants. share represents CardConnect a premium offers of advanced ~11.5% topayment US transaction volume in 2015. MoneyGram’ssolutions backed closing by PCI share-certified, price pointon 1/25/17.-to-point encryption (P2PE) and tokenization.

AdventGTCRBilltrust (Chicago, International(Hamilton, IL) NJ) acquired(Boston, raised MA)RevSpring$50mm and in Bain equityand Capital committed funding (Boston, led up by to MA) new$400mm agreed investor to to complete Riverwoodacquire ConcardisthisCapital. as well Riverwoodfor as an pursue undisclosed Capital complementary joins sum.existing Originally acquisitions. investors, focused EdisonRevSpring on connecting Partners, is a leading Goldmanretailers provider to Sachs credit of 1/13/1711/7/165/25/17 cardmultiand Bain-systems,channel Capital billingConcardis Ventures and communicationshas and recently will hold developed a solutionsminority a stake leadingto the in healthcare theposition business. as and a full Billtrustfinancial-service paymentservicesprovides industries.paymentprovider incycle Germany, management Austria solutions. and Switzerland.

iZettleCardtronicsFLEETCOR(Stockholm, (NASDAQ:CATM)TechnologiesSweden) (NYSE:FLT)raised acquired €60mm agreedDirectCash (~$63.5mm) to acquirePayments in Cambridge a round for $460mm. of Globalfunding The from IntelpurchasePayments Capital, included for Zouk $675mm. CapitalFirst Data’sCambridge and VictoryAustralian provides Park ATM Capital. international portfolio, The whichfunding accounts DirectCash round payable includedacquired payment 1/10/1710/20/165/1/17 €onprocessing45mm Septemberof debt to SMB 30. funding DirectCash and frommiddle newis-market a investor leading companies. Victoryprovider Park Cambridge’sof prepaid Capital card and international products,€15mm in ATM equity fundingservices,capabilities from and complement existing debit terminals. investors FLEETCOR’s Intel Capital domestic and Zouk paymentCapital.processing system.

[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.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/28/17. 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. JUNE 2017 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 18x 250

220 10.5x 16x

190 9. 0x 14x 160 EV / EBITDA EV / Revenue EV 7. 5x 12x 130

6. 0x 10x 100 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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 39,872 40,729 11.3x 10.9x 16.6x 15.2x 8% 4% 68% 72% IntercontinentalExchange (ICE) 36,054 41,809 9.3x 9.0x 15.2x 14.0x 35% 3% 61% 64% Hong Kong Exchange 30,933 3,953 2.8x 2.5x 4.2x 3.5x (14%) 10% 66% 72% Deutsche Börse Group 19,469 20,296 6.4x 7.1x 13.6x 12.2x 8% (10%) 47% 58% London Stock Exchange (LSE) 15,887 16,582 7.7x 7.2x 18.6x 14.3x 17% 7% 42% 51% The Nasdaq OMX Group 11,517 14,558 3.9x 6.1x 12.5x 12.0x 71% (35%) 31% 51% BM&F Bovespa 11,428 13,577 19.2x 17.7x 28.8x 21.2x (63%) 9% 67% 83% CBOE 9,677 10,960 16.7x 10.9x 30.7x 17.4x 4% 53% 54% 63% Japan Exchange Group (JPX) 8,853 7,957 7.9x 8.0x 12.2x 12.4x (2%) (1%) 64% 64% Australian Exchange (ASX) 7,435 6,622 9.6x 11.2x 12.4x 14.6x 2% (14%) 78% 77% Singapore Exchange (SGX) 5,661 5,118 8.9x 8.6x 17.3x 14.5x (4%) 4% 51% 59% Euronext 3,648 3,472 6.2x 6.0x 11.1x 10.5x (4%) 4% 56% 57% TMX Group 2,947 3,403 5.7x 6.2x 10.4x 11.4x 5% (7%) 55% 54% Trim Mean 14,597 13,075 8.5x 8.3x 15.3x 13.5x 5% 1% 57% 63% Median 11,428 10,960 7.9x 8.0x 13.6x 14.0x 4% 4% 56% 63% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

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

Euronext (ENXTPA:ENX) acquired a 90% stake in FastMatch for $153mm. FastMatch 5/23/17 operates an electronic communication network platform for foreign exchange trading while servicing European clients.

Islamic Development Bank (Jeddah, Saudi Arabia) acquired a 10% stake in Borsa Istanbul for $11.6mm, implying a value of $116mm. Borsa Istanbul operates as a 4/19/17 securities exchange for the trading of capital markets instruments, foreign currencies, precious metals, and gems.

European Energy Exchange (Leipzig, Germany) agreed to acquire Nodal Exchange for an undisclosed sum. Through this acquisition, European Energy Exchange plans 3/3/17 to enter the North American energy trading markets, thereby expanding its global presence and membership base in line with its growth strategy.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/28/17. 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. JUNE 2017 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 20x 250

220 18x 4. 0x 190 16x 3. 0x 160 14x EV / EBT 130

EV / Revenue EV 2. 0x 12x 100

1. 0x 10x 70 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-17 Jun-12 Jun-13 Jun-14 Jun-15 Jun-16 Jun-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 52,351 7.0x 6.1x 17.6x 14.5x 18% 16% 40% 42% TD Ameritrade 19,801 6.0x 5.4x 15.6x na 4% 11% 38% na E*TRA DE 9,562 nm nm na na na na na na MarketAxess 7,263 19.6x 17.6x 37.9x na 22% 12% 52% na BGC Partners 5,244 2.1x 1.8x 11.8x na 2% 15% 17% na ICA P 3,154 nm 4.2x na na na na na na Interactive Brokers Group 2,781 2.0x 4.4x na na (1%) (54%) na na IG Group 2,412 1.7x 1.7x 3.2x na 3% (0%) 53% na LendingClub 2,202 nm nm na na na na na na Investment Technology Group 684 1.8x 1.7x 54.8x na (17%) 8% 3% na Monex Group 680 1.5x 1.4x na na (12%) 5% na na GAIN Capital 325 1.0x 1.9x 43.0x na 16% (49%) 2% na On Deck Capital 280 0.7x 0.8x 4.7x 5.9x (4%) (17%) 15% 14% BinckBank 254 1.8x 0.7x na 31.6x (22%) 148% na 2% Trim Mean 4,532 2.8x 2.9x 21.7x 14.5x 1% 0% 28% 25% Median 2,596 1.8x 1.8x 16.6x 14.5x 2% 8% 28% 14%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Maxfor $130mm. (Paris, France) CompareCards raised €20mmis an online (~$22.5mm) platform in enabling funding ledconsumer by Crédit credit Mutuel card Arkea. 5/29/1711/16/16 Maxcomparisons,is a personal and assistantproviding startupcredit education that offers and traditional credit health banking management services, such solutions. as budgetThe transaction management consideration and the aggregation consists of $85mmof several cash bank at closingaccounts. and up to $45mm of earn-out payments paid during 2017 and 2018.

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Cowen Group (NASDAQ:COWN) agreed to acquire Convergex Group for $116mm. Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and 4/3/1711/10/16 Convergex is an agency-focused global brokerage and trading related services outsourced debt collection services for banks, providers, utilities, telecoms, provider to hedge funds, asset managers, broker-dealers, trusts, and exchanges. and retail companies.

BinckBank (ENXTAM:BINCK) acquired Pritle for €12.5mm (~$13.3mm). BinckBank is 3/17/17 the largest independent Dutch online bank for investors. The acquisition of Pritle is the first robo-advisor acquisition in continental Europe.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 4/28/17. 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. JUNE 2017

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 Trillion global Over-The-Counter (“OTC”) derivatives market - offering its pricing and risk received an investment from 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 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 JUNE 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 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 JUNE 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 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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