Real Estate Technology Sector Summary Q1 2019

1 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Executive Summary Q1 2019 represents yet another quarter of record capital inflow and investment into the real estate technology market ▪ ~1.7Bn of growth equity capital invested in the sector in Q1, and nearly another ~$1Bn in debt for the iBuyer and property investment firms ▪ A record 103 property tech companies raised financing in the quarter – including 21 capital raises of $20M or more Transformative M&A announcements in mortgage, portal and brokerage markets reflect continued strong strategic and PE interest in the property tech market ▪ Thoma Bravo’s $3.4Bn acquisition of Ellie Mae is a landscape defining transaction in the mortgage tech market → signals continued PE interest in enterprise software leaders and the property tech market – Ellie Mae is a platform play for Thoma Bravo, and GCA expects continued M&A activity in the highly fragmented mortgage tech market driven by strategics and PE-backed platforms such as Optimal Blue (GTCR) and Capsilon (Francisco Partners) ▪ JLL acquired HFF in a ~$2.1Bn deal that signals the continued importance of economies of scale for the commercial services industry → commercial real estate tech investment is also gaining momentum with a number of companies raising capital in the past 12 months (e.g. Bowery, Honest Buildings, VTS, Reonomy and others) The iBuyer market continues to be a key driver of activity in the residential real estate market, with Zillow bringing back Rich Barton as CEO in a move to aggressively expand its iBuyer program ▪ Opendoor, Knock and Offerpad completed significant capital / debt raises in Q1 2019 ▪ Zillow’s push into the iBuyer market adds a significant, well capitalized competitor into an already crowded space, with other real estate giants such as Keller Williams rumored to be entering the space as well GCA remains highly active in the category, having advised ATTOM Data on its sale to Lovell Minnick in Q1 and zipLogix on its sale to Lone Wolf Technologies in April 2019 (case studies enclosed)

Select Q1 2019 Active Investors Select Q1 2019 Active Strategic Acquirers

2 GCA REAL ESTATE TECHNOLOGY TEAM

Chris Gough The Leading Advisor in the Property Tech Ecosystem Managing Director Head of Real Estate Technology Phone: (415) 318-3658

[email protected] Acquired by Acquired by Acquired by Majority Interest Acquired by

A Portfolio Company of Kegan Greene Director We advised the seller We advised the seller We advised the seller We advised the seller Financial Technology Phone: (415) 318-3686 [email protected]

Acquired by Acquired by Acquired by Acquired by

Key Sub-Sector Coverage Verticals

We advised the seller We advised the seller We advised the seller We advised the seller Residential RE Software

Commercial RE Software

Mortgage / Lending Acquired by Investment from Acquired by Acquired by

Title / Insurance

We advised the seller We advised the seller We advised the seller We advised the seller Home Services

Facilities Management

Minority Acquired by MBO backed by Construction Tech Acquired by Investment From

IWMS We advised the seller We advised the seller We advised the seller We advised the seller

3 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Deal Dashboard Quarterly Financing Activity(1)(2) Select Q1 2019 Financing Transactions

($MM) Number of Deals Equity Raise Debt Raise ($MM) Post- Ann. Selected Amount Funding to Money Date Company Investor(s) Invested Date Valuation $2,650 $1,345 Equity / 3/20 $300 $3,000 Debt $3,800 3/19 $45 $76 NA

103 (3) $70 Equity / $150 Equity / 3/14 NA $969 $495 Debt $825 Debt 3/5 $48 $111 $373

85 2/27 $65 $120 $380 $1,700 83 $100 2/26 $62 $179 NA

$1,356 $1,298 2/20 $200 $297 NA $1,298 $50 62 60 $1,084 60 2/11 $30 $41 $121 58 $355 56 $100 2/6 $25 $41 NA $1,681 $1,600 1/31 $75 $130 $500 (7) $1,306 $497 1/29 $58 $112 $155 $422 $984 $943 1/29 LL Funds $60 $68 NA

1/25 $33 $33 NA

Diana Nelson 1/22 $45 $76 NA Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Muneer Satter $26 Equity / $39 Equity / Avg. Deal 1/15 NA Value $8.3 $7.3 $23.2 $25.8 $11.7 $21.8 $11.4 $16.3 $374 Debt $394 Debt (Equity): 1/8 $25 $97 NA

1/7 $13 $20 NA Source: Pitchbook and Press Releases. (1) Represents data across CRE / Investment, Residential Real Estate and Mortgage Technology. (2) Excludes Airbnb, Houzz, OYO Hotels and We Company financing rounds. 4 (3) Equity / debt mix per Mike DelPrete. Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Deal Dashboard Quarterly M&A Activity(1) Select Q1 2019 M&A Transactions

($MM)

Ann. Date Target Acquirer Enterprise Value

29 3/19 $2,083 27 26 3/7 NA 24 3/5 NA 23 3/4 NA 20 2/27 NA

2/21 NA 16 2/15 / $6,477

2/12 $3,390

2/7 NA 9 2/7 NA

2/4 NA

Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 1/9 NA

1/8 NA

1/7 NA

Source: CapitalIQ , Pitchbook and press releases. (1) Represents data across CRE / Investment, Residential Real Estate and Mortgage Technology. 5

. Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Private Company Funding Leaders

($MM) ($MM) ($MM) Residential Real Estate Technology(1) Mortgage / Closing / Insurance Technology CRE / Facilities / Construction Technology Residential Real Estate Technology

Amt. Raised/ Amt. Raised/ Amt. Raised/ Company Founded Company Founded Company Founded Invested Invested Invested $1,345 Equity 2014 2012 $184 2015 $1,110 / $3,000 Debt

2012 $1,113 2015 $180 2012 $326

2009 $213 2013 $166 (3) 2002 $307

$150 Equity / (2) 2015 2014 $130 2013 $297 $825 Debt

2008 $104 2018 $120 1995 $259

2011 $103 2010 $112 2015 $179

2008 $85 2015 $110 2012 $175

2012 $85 2010 $85 2014 $133

2015 $76 2015 $78 2011 $111

(4) 2015 $76 1998 $55 / 2011 $110

Capital raise completed in Q1 2019

Source: Pitchbook, Company filings, Company websites, press releases. (4) Reflects combined funding after VTS/Hightower merger. VTS and Hightower individually raised (1) Excludes Airbnb and Houzz financing rounds. $88mm and $22mm, respectively. 6 (2) Equity / debt mix per Mike DelPrete. (3) Represents equity invested only. Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Private Company Funding Leaders Other Mega Funding Leaders Equity Raised to Date:

>$500MM 1 ($4.4Bn) ($614MM) ($298MM) ($1.6Bn) ($7.4Bn Equity / $1Bn Debt)

$200MM - $500MM 1

$100MM - $200MM 1

$50MM - $100MM

$25MM - $50MM

Source: Pitchbook, Company filings, Company websites, press releases. 7 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Public Company Valuation LTM Share Price Performance

APPF: 113% 60% AGYS: 58% RP: 27% 54% 40% 25% 20% 13% 7% 5% 0% 2% (1%) (4%) (20%)

(40%) (39%)

(60%) Apr-18 May-18 Jun-18 Jul-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19

Property Mgmt Credit / Mortgage RE Data / RE RE Media / Traditional Commercial RE Sharing Residential Broader Data Software Marketing Software Portals Mortgage / Title Brokerage Economy / Travel Brokerage Public Real Estate Technology Ecosystem

Property Credit / Mortgage RE Data Traditional Commercial RE Sharing Residential Management Broader Data RE Media / Portals Marketing Mortgage / Title Brokerage Economy / Travel Brokerage Software / RE Software

54% 25% 13% 7% 5% 2% (1%) (4%) (39%) LTM Share Price Performance

Source: Capital IQ. 8 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Public Company Valuation (cont’d) Enterprise Value / 2019E Revenue Enterprise Value / 2019E EBITDA

12.0x 36.0x 10.2x 30.0x 10.0x 30.0x

8.0x 24.0x 6.5x 19.0x 6.2x 17.0x 6.0x 18.0x 14.4x 13.9x 12.8x 3.8x 4.0x 3.1x 3.0x 12.0x 8.3x 8.2x 7.0x 1.6x 2.0x 0.9x 0.8x 6.0x

0.0x 0.0x Property RE Sharing Credit / Traditional Property Broader RE Data / RE Sharing Credit / Residential Traditional RE Media / Broader RE Data / RE Commercial RE Media / Commercial Mgmt Economy / Mortgage Residential Mortgage Mgmt Data RE Software Economy / Mortgage Brokerage Mortgage Portals Data Software Brokerage Portals Brokerage Software Travel Marketing Brokerage / Title Software Travel Marketing / Title

Public Real Estate Technology Ecosystem

6.2x / 30.0x 6.5x / 17.0x 3.1x / 12.8x 3.0x / 14.4x 10.2x / 19.0x 0.9x / 7.0x 0.8x / 8.2x 3.8x / 13.9x 1.6x / 8.3x 2019E Revenue / 2019E EBITDA Multiple

Source: Capital IQ. Multiples represent median value of sector group. 9 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Case Study: Sale of ATTOM Data Solutions to Lovell Minnick Partners

GCA acted as exclusive financial advisor to ATTOM, a leading provider of national real estate data solutions, on its sale to Lovell Minnick Partners.

Transaction Summary Strategic Rationale ▪ On January 8, 2019, Lovell Minnick Partners announced ▪ ATTOM is a leading, scale platform investment in the real that it had completed the acquisition of ATTOM Data estate data solutions market Solutions (“ATTOM” or the “Company”) − Company’s proprietary data solutions include TRANSACTION DETAILS − Financial terms of the transaction were not property tax, deed, mortgage, foreclosure, Closed disclosed environmental risk, natural hazard and neighborhood data for 150+ million U.S. residential January 2019 ▪ Headquartered in Irvine, California, ATTOM is a leading provider of comprehensive data solutions to the real and commercial properties, covering 99% of the SECTORS estate, mortgage, insurance, marketing and adjacent nation’s population Real Estate / Mortgage markets − Company serves 225+ data customers with Technology ▪ multiyear contracts Property / Insurance Lovell Minnick Partners is a private equity firm with expertise in investing in the financial technology and Technology − ATTOM management has generated strong organic services industry. Since its inception in 1999, Lovell Data Licensing growth and successfully pursued accretive strategic Minnick Partners has raised $2.7 billion in committed opportunities, including its acquisition of capital and has completed investments in over 45 neighborhood data provider Onboard Informatics in DEAL TYPE companies M&A early 2018 ▪ GCA acted as exclusive financial advisor to ATTOM in ▪ Lovell Minnick will continue to support management in connection with the transaction executing its strategic plan to build the leading technology platform in the real estate data industry

10 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Case Study: Sale of zipLogix to Lone Wolf Real Estate Technologies

GCA acted as exclusive financial advisor to zipLogix, a leading provider of real estate transaction management software, on its sale to Lone Wolf Technologies, a portfolio company of Vista Equity Partners.

Transaction Summary Strategic Rationale ▪ On April 22, 2019, Lone Wolf Technologies (“Lone Wolf”) ▪ zipLogix will immediately establish Lone Wolf as the announced that it had completed the acquisition of leader in real estate transaction forms zipLogix LLC (“zipLogix” or the “Company”) − zipLogix management has advanced market TRANSACTION DETAILS − Financial terms of the transaction were not penetration in the Company’s forms business having Closed disclosed successfully developed strong upsell opportunities including e-signature, CRM and database linking April 2019 ▪ Headquartered in Fraser, Michigan, zipLogix is the leading provider of real estate transaction forms and transaction solutions SECTOR documentation management software for the residential ▪ Lone Wolf will support zipLogix’s continued operations Residential Real Estate real estate sector and leverage the combined Company’s cross-selling Technology ▪ Lone Wolf, a portfolio company of Vista Equity Partners, opportunities provides real estate software solutions, such as back DEAL TYPE ▪ The combined company will service over 1.4 million office management, marketing and e-signature platforms, M&A agents, 20,000 offices, and 1,000 MLSs and Associations to more than 20,000 real estate offices across North in the U.S. and Canada America ▪ GCA acted as exclusive financial advisor to zipLogix in connection with the transaction

11 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Case Study: Thoma Bravo Acquires Ellie Mae (NYSE:ELLI)

Transaction Overview Ellie Mae Financial Detail(1) Revenue Adj. EBITDA $620 − On February 12, Ellie Mae, Inc. (NYSE:ELLI) CAGR: announced a definitive agreement to be $535 11% acquired by Thoma Bravo, LLC for $99.00 per $480 share in cash at an implied equity value of Acquired $3.7Bn and an implied enterprise value of $417 $3.4Bn $360 − The agreement included a 35-day “go-shop” period in which Ellie Mae may have solicited $201 alternative bids $155 $3.4Bn $123 CAGR: − The transaction closed on April 18 $113 $124 Closed 12%

Ellie Mae Stock Price Performance CY16A CY17A CY18A CY19E CY20E ($MM, except per share data) $140.00 12.0mm Stock Data Transaction Valuation Multiples Metric Multiple $120.00 $99.00 / Share 10.0mm EV / Revenue 52-Week High $116.90 CY18A $480 7.1x $100.00 8.0mm 52-Week Low $58.49 CY19E $535 6.3x $80.00 CY20E $620 5.5x 6.0mm Transaction Premium (4) $60.00 Premium to 1 Day Prior 21% EV / Adj. EBITDA Premium to Unaffected Price (2) 31% CY18A $123 27.7x 4.0mm $40.00 Premium to 30-Day VWAP (3) 47% CY19E $155 21.9x Premium to 1-Year VWAP 21% CY20E $201 16.9x $20.00 2.0mm At $99.00 per Share: $0.00 0.0mm FDSO 37.3 Net Debt ($303) Feb-18 Apr-18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Equity Value $3,693 Enterprise Value $3,390

Source: Capital IQ, Company filings, Company websites and press releases, JMP Equity Research. (3) As of February 1, 2019 per Ellie Mae press release. (1) Projected financials per Company management. (4) EBITDA multiples based on adjusted EBITDA. 12 (2) Premium to the price as of 1/31/19, one day prior to the publication of a Dealreporter article reporting Ellie Mae’s exploration of strategic alternatives. Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Case Study: Hellman & Friedman and Blackstone Acquire Scout24 AG (XTRA:G24)

Transaction Overview Scout24 Financial Detail Revenue EBITDA − On February 15, Hellman & Friedman and $771 Blackstone jointly launched a joint voluntary $692 CAGR: public tender offer to acquire Scout24 for $630 10% $51.84 per share in cash at an implied $586 Acquired enterprise value of $6.5Bn $479 − Hellman & Friedman and Blackstone had $416 acquired 70% of Scout24 in 2014 at an $359 implied enterprise value of $2.9Bn before $275 $272 exiting completely in February, 2018 $211 $6.5Bn CAGR: − The transaction is expected to close in the 14% Announced second half of May 2019

Scout24 Stock Price Performance CY16A CY17A CY18A CY19E CY20E ($MM, except per share data) $60.00 4.5mm Stock Data Transaction Valuation Multiples $51.84 / Share 4.0mm Metric Multiple $50.00 Closing Price (4/22/2019) $51.73 EV / Revenue 3.5mm 52-Week High $54.74 CY18A $630 10.3x $40.00 3.0mm 52-Week Low $37.40 CY19E $692 9.4x CY20E $771 8.4x 2.5mm $30.00 Transaction Premium 2.0mm Premium to 1 Day Prior (1) 11% EV / Adj. EBITDA Premium to Unaffected Price 27% CY18A $272 23.8x $20.00 1.5mm Premium to 30-Day VWAP 11% CY19E $359 18.0x 1.0mm Premium to 1-Year VWAP 10% CY20E $416 15.6x $10.00 0.5mm At $51.84 per share $0.00 0.0mm FDSO 108.5 Net Debt $854 Feb-18 Apr-18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Equity Value $5,623 Enterprise Value $6,477

Source: Capital IQ, Company websites and press releases. (1) Premium to the price as of 12/13/18, one day prior to the publication of a Financial Times article reporting Scout24’s exploration of strategic alternatives. 13 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Case Study: Hellman & Friedman and Blackstone Acquire Scout24 AG (XTRA:G24) (cont’d)

Scout 24 Highlights Two Core Brands with Potential to Capture the Full Consumer Journey Market-Leading Position (as of June 2018) 3MM 180MM Networkwide Monthly visits to active listings core brands 450k 1.8x Property listings on Compared to the ImmobilienScout24 next competitor 540MM 2.6x User minutes spent on Compared to the ImmobilienScout24 next competitor

Five Core European Markets CY18A Revenue by Segment Selected Transaction Commentary

Hellman & Friedman and Blackstone “So why are Blackstone and “are known to Scout24 as trusted and Hellman & Friedman Consumer long-term partners given their prior bothering? Their backers will be Services ownership and familiarity with the hoping that it’s all about the 19% company. The terms of the offer likely earnings power of represent an attractive opportunity Scout24 in five or seven years’ Immobilien for a highly strategic partnership time. This is a winner-takes-all 47% Auto Scout that recognizes the quality of the market. Look beyond the 34% Scout24 platform, its employees, commission reforms and customers and partners. I am Scout24’s future financial delighted about our joint long-term performance and dominance vision and ambition to turn Scout24 could be worth an awful lot into a leading European digital more than today. player. -Chris Hughes,” Bloomberg ” -Tobias Hartmann, CEO

Source: Bloomberg, Company investor presentations, Company websites, press releases and filings. 14 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Case Study: JLL, Inc. (NYSE:JLL) Acquires HFF, Inc. (NYSE:HF)

Transaction Overview HFF Financial Detail Revenue EBITDA − On March 19, JLL announced a definitive $662 $662 $675 CAGR: agreement to acquire HFF for $24.63 in cash $609 and 0.1505 JLL shares per share for a total 5% consideration of $49.16 per HFF share based $517 Acquired on JLL share pricing as of March 18 − JLL estimates run-rate EBITDA synergies of $60MM as a result of the acquisition − The transaction supports JLL’s 2025 growth $2.1Bn target of doubling capital markets revenue $163 $169 $170 $176 from 2017 levels $134 CAGR: Announced 6% − The transaction is expected to close in the third quarter of 2019 HFF Stock Price Performance CY16A CY17A CY18A CY19E CY20E ($MM, except per share data) $60.00 2.5mm Stock Data Transaction Valuation Multiples $49.16 / Share Metric Multiple $50.00 2.0mm Closing Price (4/22/2019) $47.72 EV / Revenue 52-Week High $49.25 CY18A $662 3.1x $40.00 52-Week Low $31.38 CY19E $662 3.1x 1.5mm CY20E $675 3.1x $30.00 Transaction Premium Premium to 1 Day Prior 6% EV / Adj. EBITDA 1.0mm Premium to 30-Day VWAP 9% CY18A $169 12.3x $20.00 Premium to 1-Year VWAP 24% CY19E $170 12.3x 0.5mm CY20E $176 11.9x $10.00 At $49.16 per Share: $0.00 0.0mm FDSO 41.4 Net Debt $47 Apr-18 Jun-18 Aug-18 Oct-18 Dec-18 Feb-19 Apr-19 Equity Value $2,036 Enterprise Value $2,083

Source: Capital IQ, Company websites and press releases, William Blair Equity Research. 15 Q1 2019 REAL ESTATE TECHNOLOGY SECTOR SUMMARY Case Study: JLL, Inc. (NYSE:JLL) Acquires HFF, Inc. (NYSE:HF) (cont’d)

HFF Highlights Full-Service Capital Markets Capabilities Two Large Customer Segments $100Bn 2,587 Transaction Transactions Volume in 2018 in 2018

Capital Providers Capital Consumers − Banks − Developers $81Bn 1,074 − Debt Funds − Private Owners − REITs − Private Equity Funds Loan Servicing Associates − Life Insurance Cos. − Institutional Investors Portfolio Worldwide − Family Offices − REITs − Private Equity Transaction Highlights

Pro-Forma 2018 Financial “The combination with HFF provides a unique “HFF's deep distribution network combined with Profile vs. JLL Standalone opportunity to accelerate growth and establish JLL JLL's originations platform will accelerate our as a leading capital markets intermediary, with origination and debt replacement volumes. Consolidated 11% outstanding capabilities. -Stephanie Plaines,” CFO Fee Revenue ”-Christian Ulbrich, CEO Capital Markets 68% Fee Revenue

Consolidated It will allow us to accelerate the growth of our Capital This is a terrific transaction for our shareholders, 21% “ “ Adj. EBITDA Markets presence in the U.S. and globally, providing them with an immediate cash payment as well as great enhanced capabilities for our clients and the opportunity to participate in the long- Adj. EBITDA term value of the combined company. 9% and build an even stronger talent platform. ” % Margin -Christian Ulbrich”, CEO -Mark Gibson, CEO, HFF Cash Flow from 34% Operations

Source: Company investor presentations, Company websites, press releases and filings. 16 APPENDIX

17 APPENDIX Selected M&A Activity ($MM) Date Enterprise EV / Revenue EV / EBITDA Announced Acquirer Target Value LTM NTM LTM NTM Target Description Provider of real etstate transaction forms and transaction management software for the residential real estate 4/22/2019 NA NA NA NA NA industry. 3/26/2019 NA NA NA NA NA Provider of an operational cost analytics platform for commercial real estate facilities.

3/19/2019 $2,083 3.1x 3.1x 12.3x 12.3x Provider of capital markets and brokerage services to owners of commercial real estate.

3/7/2019 NA NA NA NA NA Provider of an online hotel booking platform offering low rates on last-minute bookings.

3/5/2019 NA NA NA NA NA Operator of a real estate appraisal firm that specializes in right-of-way appraisal and litigation.

3/4/2019 NA NA NA NA NA Operator of a luxury residential real estate company focusing on the San Francisco Bay Area.

3/1/2019 NA NA NA NA NA Provider of an online real estate brokerage offering low-cost home sales.

2/27/2019 NA NA NA NA NA Provider of AI-based customer relationship management SaaS to real estate brokers and agents.

2019 2/15/2019 6,477 10.3x 9.4x 23.8x 18.0x Operator of an online classified ad network offering housing, vehicles and more. Provides an online platform for home exchanges, connecting like-minded travelers and enabling them to swap 2/14/2019 NA NA NA NA NA vacation homes. 2/12/2019 3,390 7.1x 6.3x 27.7x (1) 21.9x(1) Provider of loan origination SaaS for the financial sector.

2/7/2019 NA NA NA NA NA Provider of residential real estate workflow and transaction management software.

2/7/2019 NA NA NA NA NA Developer of a data platform that tracks the identity and behavior of people in the physical world.

2/4/2019 NA NA NA NA NA Provider of operating cost analytics software for large data center operators.

1/9/2019 / NA NA NA NA NA Provider of applicant screening platforms for the multifamily real estate industry and corporate employers.

1/8/2019 NA NA NA NA NA Provider of an AI tool that automates leasing communication for property managers.

1/7/2019 NA NA NA NA NA Provider of national real estate data and analytics. Provider of an online analysis website for consumers seeking advice on financial topics such as insurance, 12/21/2018 105 6.3x NA 8.8x NA investing and credit cards. Developer of a construction bid management platform designed to connect businesses in the construction 12/20/2018 275 NA NA NA NA

2018 industry. 12/17/2018 NA NA NA NA NA Provider of marketing services for real estate in Chantilly, Virginia.

Source: Capital IQ , Pitchbook and Company filings. (1) EBITDA multiples based on adjusted EBITDA. 18 APPENDIX Selected M&A Activity (cont’d) ($MM) Date Enterprise EV / Revenue EV / EBITDA Announced Acquirer Target Value LTM NTM LTM NTM Target Description 12/6/2018 NA NA NA NA NA Provider of real estate settlement and title underwriting services. Provider of an online hotel booking platform intended to serve the travelers, expets and locals around the 12/6/2018 NA NA NA NA NA world. 12/5/2018 NA NA NA NA NA Provider of software designed to offer workplace space management and optimization. Provider of appraisal and title management services to mortgage originators, quality control companies, due 11/21/2018 NA NA NA NA NA diligence firms, and other institutions involved in the real estate finance industry. 11/20/2018 $875 NA 8.8x NA NA Developer of a construction productivity software intended to deliver real-time project information. Provider of an online property rental management platform designed to make the rental process simple, 11/8/2018 68 NA NA NA NA secure and intuitive. 11/6/2018 NA NA NA NA NA Provider of information services that help clients in processing real estate transactions.

10/25/2018 NA NA NA NA NA Developer of a property management platform designed to offer information on short-term rentals.

Provides SaaS-based insurance claims management mobile applications for businesses in the property and 10/22/2018 122 3.5x NA 40.2x NA health insurance sector. Also provides insurance claims analytics and change management services. 10/12/2018 57 NA NA NA NA Developer of data analytics platform intended to provide business intelligence to manage properties.

(1) (2) (2) Provides an online automotive, home, renter's and health insurance quote comparison service for consumers 2018 10/4/2018 370 2.0x NA 11.7x NA as well as lead generation services for insurance agents and other businesses. Operates a high-end serviced home rentals platform for rental properties in sixteen countries around the 10/2/2018 NA NA NA NA NA world. LoanDecisions, LoanLogics' product, pricing and eligibility (PPE) unit, offers a platform that allows lenders to 10/1/2018 NA NA NA NA NA (LoanDecisions Unit) quickly process and price mortgages and other loan products. 9/11/2018 NA NA NA NA NA Provides an online marketplace designed to make buying a home simple and affordable.

8/30/2018 263 5.1x 4.6x 17.0x 14.9x Provides information and marketing services to the commercial real estate industry.

8/29/2018 NA NA NA NA NA Leading luxury real estate brokerage serving California. Develops an online real estate referrals platform designed to match top agents with qualified home buyers and 8/29/2018 210 NA NA NA NA sellers in real-time. 8/22/2018 NA NA NA NA NA Provides an online platform designed to offer on-demand home repair services.

8/8/2018 6,675 3.7x 3.8x 12.5x 12.6x Provider of business information and software for risk and supply management decisions.

(3) 8/6/2018 NA NA NA NA NA Operates an online direct mortgage lending company.

Source: Capital IQ , Pitchbook and Company filings. (1) Includes $70.2MM in potential earn-outs. 19 (2) Multiples based on $300MM up-front consideration. (3) Includes $14.0MM in potential earn-outs. APPENDIX Selected M&A Activity (cont’d) ($MM)

Date($MM) Enterprise EV / Revenue EV / EBITDA Announced Acquirer Target Value LTM NTM LTM NTM Target Description 8/2/2018 $117 5.9x NA NA NA Operates an innovative interactive media company intended to support the apartment industry. Focuses on reducing expense and exposure of clients' portfolios from origination to disposition, enabling 8/2/2018 NA NA NA NA NA (Mortgage Solutions Business) clients to manage risk across the mortgage lifecycle. 7/31/2018 2,000 7.4x NA 20.0x NA Provides enterprise contract management software. Develops whole loan mortgage trade management software intended to bring automation and transparency to 7/10/2018 NA NA NA NA NA the spot market for mortgage loans. 7/10/2018 NA NA NA NA NA Develops cloud-based software intended to improve government processes.

7/9/2018 NA NA NA NA NA Operates a residential real estate brokerage in the San Francisco Bay Area.

7/2/2018 39 1.1x NA 12.2x NA Provides commission free real estate services. Develops real-time facility support software services intended for facility maintenance management and 6/12/2018 290 NA NA NA NA process optimization. Provides software which helps maintenance teams manage work orders, organize / execute preventative 6/6/2018 NA NA NA NA NA maintenance, predict asset maintenance and manage enterprise assets and equipment inventory. 6/4/2018 NA NA NA NA NA Developer of facility scheduling and event management software.

2018 6/4/2018 NA NA NA NA NA Develops a mortgage processing software designed to accelerate the speed and scaling of mortgage processing. Provides a searchable real estate classified ads website of properties for sale or rent for consumers in the UK. 5/11/2018 3,208 9.7x 7.6x 27.8x 19.6x Also provides online home value reference content and related rental mobile apps. 5/1/2018 97 NA NA NA NA Provider of property data analytics to the financial sector. (Australia) 4/23/2018 1,200 NA 6.0x NA NA Provides cloud, SaaS, and on premise commercial construction software solutions.

4/20/2018 219 9.9x 6.8x NA NA Provides a SaaS-based payment and billing platform for the multi-family and commercial real estate industry.

4/12/2018 NA NA NA NA NA Develops desktop, mobile, and Web tools for real estate and mortgage industries.

3/21/2018 NA NA NA NA NA Provides cloud-based medical device and facilities management SaaS for the healthcare industry.

3/18/2018 1,138 0.6x 0.6x 10.1x 7.8x Provides title insurance and real estate transaction services.

3/13/2018 205 2.8x NA NA NA Provides environmental risk information services and solutions.

3/8/2018 NA NA NA NA NA Provides housing software and services intended to help housing authorities effectively manage processes.

Source: Capital IQ , Pitchbook and Company filings. 20 APPENDIX Selected M&A Activity (cont’d) ($MM)

Date($MM) Enterprise EV / Revenue EV / EBITDA Announced Acquirer Target Value LTM NTM LTM NTM Target Description Provides servicing, origination, and transaction based services primarily to single-family residences in the 2/12/2018 $3,587 2.2x 1.7x NM NM United States. 2/8/2018 NA NA NA NA NA Develops software for property management.

Provides automotive finance and real-estate lending software solutions for banks, thrifts, credit unions, 2/7/2018 419 (1) NA NA NA NA 2018 (Lending Solutions Business) mortgage companies, and captive finance companies in the United States. Provides cloud-based construction program management software to meet the needs of repeat builders in the 2/2/2018 485 9.2x NA NA NA construction industry. Provides mobile physical asset management and surveying SaaS for the education, retail, healthcare, 1/3/2018 NA NA NA NA NA government, infrastructure, leisure and commercial property sectors globally. 12/14/2017 NA NA NA NA NA Provides property management, accounting and facilities management software.

Provides an online portal that provides information on real estate properties. Its portal provides ads and other 11/17/2017 NA NA NA NA NA advertising materials for real estate. Develops an online rental platform designed to help people with disabilities find reasonable and accessible 11/16/2017 NA NA NA NA NA accommodations when traveling. 11/7/2017 NA NA NA NA NA Provides engineering content management software for businesses and government agencies globally.

10/23/2017 NA NA NA NA NA Developer of rental housing software designed to manage complex tenancy relationships. Provides a cloud-based software system for clients in the condominium development and sales sector with a 10/17/2017 NA NA NA NA NA comprehensive web-based application. Develops cloud-based transaction management systems designed to create, store, sign and manage all listing, 10/16/2017 NA NA NA NA NA sales and lease files online. Provides housing management software for public housing authorities and private affordable housing 2017 10/16/2017 NA NA NA NA NA developments. Develops and supplies real estate management software designed to provide full access to vital information in 10/4/2017 NA NA NA NA NA real estate. Develops a SaaS-based real estate transaction management software created to help real estate agents manage 10/2/2017 NA NA NA NA NA their transactions online. Operates an online rental search destination that connects apartment shoppers to rental properties throughout 9/12/2017 385 3.9x NA 25.7x NA the United States and Canada. 9/8/2017 NA NA NA NA NA Provider of real estate listing management technology to developers and builders. Provides cloud-based intelligent sales software that enables mortgage companies to close more loans by 8/31/2017 128 NA NA NA NA helping loan officers respond quickly to prospective borrowers. 8/9/2017 NA NA NA NA NA Provides Web-based integrated workplace management SaaS for enterprises. Provides an online real estate marketplace allows people to buy and sell commercial and residential real estate 8/2/2017 1,700 NA NA 18.9x NA properties online using desktop and mobile technology.

Source: Capital IQ , Pitchbook and Company filings. (1) Represents value of the 55% stake acquired. 21 APPENDIX Selected M&A Activity (cont’d) ($MM)

Date($MM) Enterprise EV / Revenue EV / EBITDA Announced Acquirer Target Value LTM NTM LTM NTM Target Description Provides a real estate leasing platform that facilitates communicaty marketing, renter qualification, lease 8/2/2017 $250 NA NA NA NA contract generation and document storage. 8/1/2017 NA NA NA NA NA Provides mortgage loan application software, loan origination software, and data security solutions.

7/25/2017 NA NA NA NA NA Develops customer relationship management software and a marketing platform for real estate professionals.

7/10/2017 NA NA NA NA NA Provides an online marketplace that connects borrowers and lenders.

7/3/2017 1,434 3.0x 2.8x 14.2x 11.1x Provider of financial publishing services in the United States.

6/19/2017 70 2.3x NA NA NA Provider of utility management and energy services. Provider of an online real estate agent platform, offering agents maximum property exposure and a host of 6/13/2017 78 NA NA NA NA services. Provider of an appraisal management platform that uses desktop and cloud-based valuation supply chain 6/6/2017 NA NA NA NA NA technology that connects all of the parties involved in the appraisal process.

6/1/2017 NA NA NA NA NA Developer of web-based CRM software intended for the real estate industry. 2017 Provider of a real estate software platform coupled with an open and connected ecosystem for real estate 5/23/2017 NA NA NA NA NA businesses. 5/1/2017 588 1.9x 2.0x NM 20.3x Operator of a consumer review website intended to help consumers find service providers. Provider of a web-based land and rural property marketplace, facilitating buying, renting and selling of 4/27/2017 NA NA NA NA NA properties. Developer of lending and payments software products created to deliver financial technology to banks 3/13/2017 3,550 2.1x 2.1x 11.2x 7.4x worldwide. 2/27/2017 300 8.4x NA 30.0x NA Advanced forecasting mobile app and optimization software used to price real estate units in North America. Operator of an online rental marketplace intended to rent high-end properties. The company's rental platform 2/15/2017 300 NA NA NA NA provides a marketplace for luxury and high-end villas to rent. 1/24/2017 75 (1) NA NA NA NA Provider of data intelligence services designed to offer apartment market data. Provider of real-time analytics that enable mortgage lenders to monitor and manage operations across their 11/29/2016 300 NA NA NA NA enterprise.

9/22/2016 185 NA NA NA NA Provides facilities management SaaS for sustainable resource planning for multi-site corporations. 2016

9/21/2016 NA NA NA NA NA RedVision Systems, Inc. provides title reporting and property research solutions. Developer and provider of an an end-to-end software as a service customer relationship management, lead 7/26/2016 NA NA NA NA NA generation and lead management software platform

Mean 4.5x 4.2x 18.6x 13.4x Median 3.6x 3.8x 15.6x 12.6x

Source: Capital IQ , Pitchbook and Company filings. (1) Represents merger of equals between VTS and Hightower. 22 APPENDIX Real Estate Technology Ecosystem ($MM, except per share data) Stock Trading Metrics Operating Metrics Price Equity Net Enterprise Revenue EV / Revenue EV / EBITDA CY Rev. Growth EBITDA Margin Company 04/22/19 Value Debt Value CY18A CY19E CY18A CY19E CY18A CY19E 17A/18A 18A/19E CY18A CY19E

RE Media / Portals CoStar Group, Inc. $487.10 $17,756 ($1,100) $16,655 $1,192 $1,380 14.0x 12.1x NM 33.1x 23.5% 15.8% 29.6% 36.4% Zillow Group, Inc. $34.36 7,048 (706) 6,342 1,334 2,039 4.8x 3.1x NM NM 23.8% 52.9% 1.9% 2.3% Scout24 AG $51.81 5,623 854 6,477 630 692 10.3x 9.4x 23.8x 18.0x 7.6% 9.9% 43.2% 51.9% REA Group Limited $56.00 7,376 176 7,553 660 686 11.4x 11.0x 22.4x 19.0x 10.3% 3.9% 51.1% 58.1% Rightmove plc $7.06 6,260 (9) 6,251 341 375 18.3x 16.7x 24.3x 21.7x 3.8% 9.9% 75.4% 76.6% Lifull Co., Ltd. $5.24 704 (37) 666 317 378 2.1x 1.8x 12.5x 11.3x 74.2% 19.0% 16.8% 15.6% RE Media / Portals Mean 10.1x 9.0x 20.7x 20.6x 24% 19% 36% 40% Median 10.9x 10.2x 23.1x 19.0x 17% 13% 36% 44%

RE Data / RE Software Black Knight, Inc. $55.07 $8,256 $1,321 $9,577 $1,114 $1,190 8.6x 8.1x 26.4x 16.2x 5.9% 6.8% 32.6% 49.7% CoreLogic, Inc. $41.98 3,364 1,709 5,072 1,788 1,667 2.8x 3.0x 13.0x 10.8x (3.4%) (6.8%) 21.8% 28.1% Altus Group Limited(1) $20.23 802 59 861 374 419 2.3x 2.1x 20.4x 12.7x (1.6%) 11.9% 11.3% 16.2% Real Matters Inc. $4.25 368 (69) 299 268 287 NM NM NM 22.5x NA NA NM NM RE Data / RE Software Mean 4.6x 4.4x 19.9x 15.6x 0% 4% 22% 31% Median 2.8x 3.0x 20.4x 14.4x (2%) 7% 22% 28%

Property Management Software RealPage, Inc. $63.34 $5,781 $369 $6,150 $869 $992 7.1x 6.2x NM 21.9x 29.6% 14.1% 16.2% 28.4% AppFolio, Inc. $92.88 3,153 (41) 3,112 190 253 16.4x 12.3x NM NM 32.2% 32.9% 12.9% 20.8% Agilysys, Inc. $18.76 432 (37) 396 136 152 2.9x 2.6x NM 38.1x 8.2% 11.2% (4.9%) 6.8% Property Management Software Mean 8.8x 7.0x NM 30.0x 23% 19% 8% 19% Median 7.1x 6.2x NM 30.0x 30% 14% 13% 21%

Residential Brokerage eXp World Holdings, Inc. $10.40 $634 ($18) $616 $500 $895 1.2x 0.7x NM 37.5x 220.4% 78.9% (4.3%) 1.8% Purplebricks Group plc $1.63 494 (132) 363 171 227 2.1x 1.6x NM NM 55.7% 32.1% (27.7%) (13.5%) Realogy Holdings Corp. $12.32 1,407 3,570 4,977 5,873 6,029 0.8x 0.8x 7.5x 8.3x (3.9%) 2.7% 11.3% 9.9% Redfin Corporation $21.48 1,944 (315) 1,629 487 620 3.3x 2.6x NM NM 31.6% 27.3% (7.3%) (8.1%) RE/MAX Holdings, Inc. $40.25 717 168 885 213 282 4.2x 3.1x 9.1x 8.3x 9.8% 32.5% 45.6% 37.8% Residential Brokerage Mean 2.3x 1.8x 8.3x 18.0x 63% 35% 4% 6% Median 2.1x 1.6x 8.3x 8.3x 32% 32% (4%) 2%

Source: Capital IQ and Company filings. “NM” signifies multiple >40x. 23 (1) EBITDA multiples based on adjusted EBITDA. APPENDIX Real Estate Technology Ecosystem (cont’d) ($MM, except per share data) Stock Trading Metrics Operating Metrics Price Equity Net Enterprise Revenue EV / Revenue EV / EBITDA CY Rev. Growth EBITDA Margin Company 04/22/19 Value Debt Value CY18A CY19E CY18A CY19E CY18A CY19E 17A/18A 18A/19E CY18A CY19E

Commercial Brokerage CBRE Group, Inc. $50.51 $16,622 $2,323 $18,945 $21,340 $22,971 0.9x 0.8x 12.0x 9.4x 14.6% 7.6% 7.4% 8.8% Colliers International Group Inc. $68.93 2,714 545 3,259 2,825 3,111 1.2x 1.0x 10.8x 8.7x 16.0% 10.1% 10.7% 12.0% Cushman & Wakefield plc $18.48 4,003 1,814 5,817 8,220 8,959 0.7x 0.6x 19.2x 8.1x 18.7% 9.0% 3.7% 8.1% Jones Lang LaSalle Incorporated $155.99 7,135 525 7,660 9,090 9,448 0.8x 0.8x 7.9x 8.2x 14.1% 3.9% 10.7% 9.8% Newmark Group, Inc. $8.32 1,482 1,339 2,821 1,865 2,227 1.5x 1.3x 8.8x 4.9x 19.4% 19.4% 17.3% 26.0% Savills plc $11.96 1,628 (94) 1,534 2,245 2,303 0.7x 0.7x 8.0x 7.7x 3.8% 2.6% 8.5% 8.7% Marcus & Millichap, Inc. $42.21 1,647 (344) 1,303 747 845 1.7x 1.5x 11.0x 10.3x 3.8% 13.1% 15.9% 15.0% Commercial Brokerage Mean 1.1x 1.0x 11.1x 8.2x 0.1x 0.1x 0.1x 0.1x Median 0.9x 0.8x 10.8x 8.2x 0.1x 0.1x 0.1x 0.1x

Traditional Mortgage / Title Fidelity National Financial, Inc. $38.65 $10,642 ($481) $10,161 $5,088 $7,491 2.0x 1.4x 10.4x 9.3x (33.6%) 47.2% 19.1% 14.6% First American Financial Corporation $55.41 6,203 (695) 5,508 5,802 5,849 0.9x 0.9x 7.0x 6.3x 0.5% 0.8% 13.6% 15.0% Radian Group Inc. $22.68 4,846 43 4,890 1,311 1,411 3.7x 3.5x 6.1x NM 7.4% 7.6% NA NA Stewart Information Services Corporation $43.64 1,035 (69) 966 1,908 1,935 0.5x 0.5x 8.3x 7.0x (2.5%) 1.4% 6.1% 7.1% Altisource Portfolio Solutions S.A. $23.85 389 242 631 838 782 0.8x 0.8x NM NM (11.0%) (6.7%) 0.3% 0.1% Traditional Mortgage / Title Mean 1.6x 1.4x 7.9x 7.5x (8%) 10% 10% 9% Median 0.9x 0.9x 7.6x 7.0x (2%) 1% 10% 11%

Credit / Mortgage Marketing LendingTree, Inc. $372.56 $4,780 $271 $5,051 $765 $0 6.6x NM NM NM 23.8% (100.0%) 13.1% NA Moneysupermarket.com Group PLC $4.72 2,530 (38) 2,492 453 503 5.5x 5.0x 16.7x 13.8x 1.7% 11.1% 33.0% 35.8% QuinStreet, Inc. $13.51 673 (62) 610 446 488 1.4x 1.3x 23.3x 11.7x 33.0% 9.3% 5.9% 10.7% Credit / Mortgage Marketing Mean 4.5x 3.1x 20.0x 12.8x 20% (27%) 17% 23% Median 5.5x 3.1x 20.0x 12.8x 24% 9% 13% 23%

RE Sharing Economy / Travel Booking Holdings Inc. $1,844.17 $83,011 $2,390 $85,401 $14,527 $15,559 5.9x 5.5x 14.8x 14.2x 14.6% 7.1% 39.8% 38.6% Expedia Group, Inc. $124.35 18,498 1,246 19,744 11,223 12,332 1.8x 1.6x 15.6x 8.8x 11.6% 9.9% 11.3% 18.1% TripAdvisor, Inc. $51.86 7,164 (587) 6,577 1,615 1,737 4.1x 3.8x 27.7x 13.9x 3.8% 7.6% 14.7% 27.2%

RE Sharing Economy / Travel Mean 3.9x 3.6x 19.4x 12.3x 10% 8% 22% 28% Median 4.1x 3.8x 15.6x 13.9x 12% 8% 15% 27%

Source: Capital IQ. “NM” signifies multiple >40x. 24 APPENDIX Real Estate Technology Ecosystem (cont’d) ($MM, except per share data) Stock Trading Metrics Operating Metrics Price Equity Net Enterprise Revenue EV / Revenue EV / EBITDA CY Rev. Growth EBITDA Margin Company 04/22/19 Value Debt Value CY18A CY19E CY18A CY19E CY18A CY19E 17A/18A 18A/19E CY18A CY19E

Broader Data Experian plc $28.56 $25,733 $3,430 $29,163 $4,843 $5,024 6.0x 5.8x 17.6x 17.0x 6.0% 3.7% 34.3% 34.2% TransUnion $70.70 13,240 3,845 17,085 2,317 2,610 7.4x 6.5x 20.8x 16.7x 19.8% 12.6% 35.4% 39.1% Equifax Inc. $124.82 15,149 2,412 17,561 3,412 3,489 5.1x 5.0x 23.6x 14.8x 1.5% 2.3% 21.8% 34.0% Moody's Corporation $188.09 35,513 3,864 39,377 4,443 4,662 8.9x 8.4x 18.7x 17.6x 5.7% 4.9% 47.5% 48.0% Fair Isaac Corporation $280.25 8,147 752 8,899 1,062 1,147 8.4x 7.8x 36.0x 33.4x 12.4% 8.0% 23.2% 23.2%

Broader Data Mean 7.2x 6.7x 23.3x 19.9x 9% 6% 32% 36% Median 7.4x 6.5x 20.8x 17.0x 6% 5% 34% 34%

Source: Capital IQ. “NM” signifies multiple >40x. 25