F in an Cial Tech N O Lo

Financial Technology December 2017 December 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. New New Toronto York DEAR CLIENTS AND FRIENDS,

The Fintech M&A Revolution Continues: Our December 2017 Fintech M&A report Dear Clients and Friends,

Our latest Fintech m&a report can be found below. It highlights m&a trends and transactions in the seven segments of the Fintech world that we follow, and sometimes lead. Please see below for our December Fintech Market Update.

As 2017 comes to a close it is sometimes useful to reflect on the many evolutionary – and sometimes revolutionary - changes going on in the Fintech world. Clearly, there is a land rush going on for mind and market share. It’s everywhere – in sectors such as wealth management, insurance, commercial banking, business and retail lending, capital markets, investment banking, digital cash management, cybersecurity, CRM and of course, payments. Blockchain is everywhere. Crypto currencies are all the rage.

Over the course of the past 15 years, Marlin & Associates has become one of the most active investment banking and strategic advisory firms by providing diligent, disciplined, unbiased counsel to worldwide buyers and sellers of middle-market Fintech firms.

We were pleased this year to have again advised a wide range of interesting firms on important Fintech transactions. We advised PE firms such as ABRY Partners (on its sale of Quo Vadis (cybersecurity) to WISeKey) and we advised strategics such as TMX (on its sale of Atrium Networks (connectivity) to ICE – owner of the NY Stock Exchange). We advised a host of entrepreneurial firms on sales (e.g. the sale of Options City to Vela Trading Technologies (capital markets tech), and the sale of Advise Technologies to Compliance Solutions Strategies (Wealth Management and GRC). We advised on several capital raises (e.g., the $300 million refinancing of a credit facility for Think Finance (a “Lending-as-a-Service” company); the strategic investment into Open Gamma with participation from JPX - the Japanese stock exchange; and the recent $34 million growth equity investment into SaaS-based Tier1CRM by Wavecrest, Salesforce Ventures and Mass Mutual Ventures). We’ve been busy.

There are a lot of reasons for all this activity in Fintech. The market is large, growing, and changing fast - and the technology used by many incumbents is ripe for replacement by newer approaches that make effective use of SaaS, PaaS, Cloud, Digital Ledger Technology, Big Data, and AI. There are new approaches such as crowd funding, social finance, and ICOs. There are crypto currencies and other block chain enabled capabilities. There are AML, KYC and other regulatory and compliance pressures as a result of Basel III, MiFID III, Solvency II, Dodd Frank, Sarbanes Oxley, IFRS and more. And it helps that the millennial generation is receptive to new ideas – and that non-traditional players that understand them have entered the market – firms like Amazon, Apple, Facebook, Google, IBM, Microsoft, Oracle, Salesforce, TCS, and even Walmart.

As you will see in the report found below, m&a values for fast-growing mid-market companies that serve this world continue to rise. Some of the more interesting transactions this month include: • TransferWise (London, United Kingdom) raised $280mm in a • Monzo (London, United Kingdom) raised £71mm (~$93mm) series E funding round led by new investors Institutional in a round of funding led by new investor Goodwater Capital, Venture Partners and Old Mutual Global Investors, and included new investors Stripe and Michael Moritz • Radius Payment Solutions (Crewe, United Kingdom) raised (through charitable investment vehicles), and existing £150mm (~$200mm) in an equity funding round led by new investors Passion Capital, Thrive Capital, and Orange Digital investor Inflexion Private Equity Partners, Ventures. • Euronext (ENXTPA:ENX) acquired the Irish Stock Exchange for €137mm (~$162mm), valuing the company at an implied 4.7x LTM revenue and 14.3x LTM EBITDA, As we have said throughout the past 15 years, we enjoy working with the Fintech firms that are fomenting this revolution. It’s fun; and its game changing. We look forward to working with you in the New Year.

Sincerely,

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

Marlin & Associates is one of the most active firms advising buyers and sellers of U.S. and international middle-market firms that provide software, data, and related services. The firm is based in New York City, with offices in Washington, D.C., and Toronto, Canada. It has been the recipient of numerous awards including “Boutique Investment Bank of the Year,” “Middle-Market Investment Bank of the Year,” "Middle-Market Financing Agent of the Year – Equity," and “TMT Advisory Bank of the Year.” Marlin & Associates' team of professionals has advised over 200 information-technology transactions. DECEMBER 2017

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

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

3 Marlin & Associates

8 Events

9 Sector Comparison

10 Sector Analyses

10 Banking Software & Processors

11 Capital Markets Software & Services

12 Data & Analytics – Financial Services

13 Insurance Technology

14 Payment Technology

15 Securities Exchanges

16 Technology-Enabled Financial Institutions

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

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

• 18+ years of M&A experience • 10+ years of technology investment • VP of Business Development at banking experience SunGard • Experience working with both large • Founder of software company sold to corporations and entrepreneurial SunGard technology-based companies • Started career designing trading software • Formerly at BNPParibas, for TD Bank • MBA, NYU Stern, MS from • BaSC, Engineering from University of CentraleSupelec Toronto Tom Selby Sam Levy

• 7+ years of M&A experience • Formerly a corporate finance & strategy consultant at Pöyry and Huron Consulting • CFA Charterholder • BS, Finance & Accounting from Villanova University

Louis DeRose

"The Marlin & Associates team was a highly valued player in completing our transaction. Their professional expertise and commitment to the process, preparation, positioning, presentation, and leadership got us to the finish line. They’re smart, available whenever needed, and bring the work ethic to get the deal done.”

Roman Brunner CEO, QuoVadis

Note: Not a complete list DECEMBER 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. DECEMBER 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. DECEMBER 2017

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

“The team at Marlin & Associates was critical to our completion of this important strategic transaction, providing invaluable guidance throughout every step of the process. Their expertise in financial technology, SaaS, and the Salesforce ecosystem helped us to prepare effectively and best position Tier1CRM to potential investors. Their knowledge of the market helped us to identify the ideal investors as we move into the next phase of growth at Tier1. We could not have closed this transaction without their steady hand throughout,” Mark Notten, CEO, Tier1CRM

Toronto, Canada has received an equity has received an equity investment from investment from has sold the Atrium wireless has been acquired by and extranet infrastructure businesses to

Atlanta, GA

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 Tier1CRM advisor to Investment Metrics advisor to OptionsCity Software advisor to TMX Group

London, UK Hamilton, Bermuda New York City, NY received an investment a portfolio company of New York City, NY from has been acquired by has been acquired by

has been acquired by a portfolio company of

Lake Success, NY

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial exclusive strategic and financial advisor to QuoVadis and ABRY advisor to OpenGamma advisor to Advise Technologies, LLC advisor to M&O Systems, Inc.

San Mateo, CA Phoenix, AZ Salt Lake City, UT Port Talbot, United Kingdom received a strategic has completed a majority has been acquired by investment from recapitalization with received an investment from

Tokyo, Japan Boston, MA and San Chicago, IL London, United Kingdom Francisco, CA Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and financial exclusive strategic and financial exclusive strategic and exclusive strategic and advisor to iTransact Group, LLC advisor to BillingTree financial advisor to Vizolution. financial advisor to Xignite.

Note: Not a complete list DECEMBER 2017

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

“Throughout this process, the team at Marlin & Associates provided great financial and strategic advice. They served as a true strategic partner and integral part of the team as they guided the complex cross-border carve- out project. Marlin & Associates unique industry expertise played a critical role in bringing this project to a successful conclusion for all stakeholders." Eric Sinclair President, TMX Datalinx

Brentwood, TN New York, NY Paris, France Campbell, CA has been acquired by has acquired the Business has been acquired by received an investment Process Management from business from

a portfolio company of

Palo Alto, CA Palo Alto, CA

Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and exclusive strategic and exclusive strategic and financial strategic and financial advisor to financial advisor to Alacra, Inc. Agilum Healthcare Intelligence financial advisor to Everteam. advisor to Trunomi.

Boston, MA has sold the assets of New York, NY Dublin, Ireland has been acquired by has been acquired by has invested in

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

Vienna, Austria Campbell, CA New York, NY San Francisco, CA received a majority has entered into a has been acquired by has led a $60 million investment from strategic alliance with investment in

New York, NY Englewood, CO New York, NY New York, NY Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as Marlin & Associates acted as exclusive strategic and exclusive strategic and financial exclusive strategic and financial exclusive financial advisor financial advisor to Infonetics advisor to AIM Software. advisor to Alacra, Inc. Francisco Partners. Research, Inc.

Note: Not a complete list DECEMBER 2017

2017 Fintech Events:

Date Conference Location Website

Finnovate Europe March 6-9, 2018 1400+ attendees, 70+ companies demoing, cutting-edge banking, financial and payments technology in a unique, London, UK Details short-form, demo format. After the 70+ demos, get advice and insights from another 100+ fintech experts in a newly expanded program. All taking place in a larger venue to accommodate increased demand.

March 13-15, 2018 Money2020 Asia Money20/20 is the world’s largest marketplace for ideas, connections and deals in Payments and Financial Services. Details It’s where leaders – representing every sector of the industry – Singapore come to seize new business opportunities, strengthen partnerships and discover the latest disruptions.

April 9-11, 2018 LendIt Fintech This year’s agenda is expanding with the industry to cover the hottest topics in lending and fintech. Our 150+ sessions explore insurtech, blockchain, bank partnerships, financial San Francisco, CA Details inclusion, wealth management and more!

April 18, 2018 Empire Startups Fintech Conference Hear from those forging new trails in payments, blockchain, lending, robo-advisors, insurance tech, real estate and more. New York, NY Details In addition to attracting hundreds of FinTech entrepreneurs, this conference also plays host to the investors and service providers that help accelerate startups. The audience can also look forward to keynotes, panels and demo updates from some of the top FinTech startups in the world.

June 4-6, 2018 Money2020 Europe Money20/20 is the world’s largest marketplace for ideas, Amsterdam Details connections and deals in Payments and Financial Services. It’s where leaders – representing every sector of the industry – come to seize new business opportunities, strengthen partnerships and discover the latest disruptions.

June 27, 2018 Empire Startups Fintech Conference Hear from those forging new trails in payments, blockchain, Toronto Details lending, robo-advisors, insurance tech, real estate and more. In addition to attracting hundreds of FinTech entrepreneurs, this conference also plays host to the investors and service providers that help accelerate startups. The audience can also look forward to keynotes, panels and demo updates from some of the top FinTech startups in the world. DECEMBER 2017

FINANCIAL TECHNOLOGY Sector Comparison Snapshot:

Enterprise Value / Revenue

Securities Exchanges

Data & Analytics - Financial Services

Banking Software & Processors

Payment Technology

Insurance Software

Capital Markets Software & Services

Technology-Enabled Financial Institutions*

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

2017E EV/Revenue 2018E EV/Revenue

Enterprise Value / EBITDA

Insurance Software

Technology-Enabled Financial Institutions*

Banking Software & Processors

Data & Analytics - Financial Services

Capital Markets Software & Services

Securities Exchanges

Payment Technology

0x 8x 16x 24x 32x 40x

2017E EV/EBITDA 2018E 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 10/31/17. 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. DECEMBER 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 300

5. 0x 23x 270 240 4. 5x 20x 210 4. 0x 17x 180 3. 5x 14x EV / EBITDA

EV / Revenue EV 150

3. 0x 11x 120

2. 5x 8x 90 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

FIS 31,695 40,188 4.4x 4.4x 13.3x 12.6x (1%) 0% 33% 35% Fiserv 28,196 32,982 5.8x 5.5x 16.2x 15.2x 3% 6% 36% 36% Jack Henry & Associates 8,954 8,850 6.0x 5.7x 17.2x 16.3x 5% 6% 35% 35% Temenos 8,865 9,142 12.5x 11.2x 36.0x 30.5x 15% 12% 35% 37% Oracle Financial Services 4,911 4,531 6.2x 5.5x 15.1x 13.5x 7% 13% 41% 41% Ellie Mae 3,163 2,797 6.8x 5.7x 23.4x 20.4x 14% 20% 29% 28% ACI Worldw ide 2,740 3,366 3.3x 3.2x 13.3x 12.3x 1% 4% 25% 26% Q2 Holdings 1,732 1,643 8.5x 6.8x nm nm 29% 24% 5% 8% Bottomline Technologies 1,258 1,317 3.6x 3.4x 15.8x 14.6x 6% 8% 23% 23% Polaris Consulting & Services 584 481 na na na na na na na na Microgen 376 367 4.6x 4.1x 19.5x 16.3x 39% 10% 23% 25% Sw ord Group 374 352 1.7x 1.6x 11.4x 10.4x 7% 10% 15% 15% Gresham Technologies 179 168 6.2x 5.8x 24.1x 21.3x 17% 7% 26% 27% Trim Mean 5,559 5,985 5.5x 5.0x 17.5x 15.8x 10% 10% 28% 29% Median 2,740 2,797 5.9x 5.5x 16.2x 15.2x 7% 9% 27% 28%

[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

QuantGroupDeposit Solutions(Beijing, (Hamburg, China) raisedGermany) $72mm raised in a$20mm Series inC around round of offunding funding led led by by new investorexisting investorsSunshine e.venturesInsurance Group,and Greycroft and includingPartners. participation Deposit Solutions from Guosen offers an API- 11/30/1711/28/16 Hongshengbased “openInvestment banking” platform Co., Fosun for savings Capital, deposits. and other This undisclosed round brings investors. the total raised QuantGroupby Deposit Solutionsprovides to online more financial than $43mm. services in China.

LendingTree (NASDAQ:TREE) acquired Iron Horse Holdings (dba: CompareCards) Alogent (Norcross, GA) acquired Jwaala for an undisclosed sum. Jwaala provides for $130mm. CompareCards is an online platform enabling consumer credit card digital banking solutions for US financial institutions. All of Jwaala’s existing solutions 11/14/1711/16/16 comparisons, and providing credit education and credit health management solutions. will continue to be supported, and will be marketed under the new brand “Alogent The transaction consideration consists of $85mm cash at closing and up to $45mm of Digital”. earn-out payments paid during 2017 and 2018. MetaMonzo Financial (London, Group United (NASDAQ: Kingdom)CASH) raised acquired£71mm (~$93mm)Specialty Consumer in a round Servicesof funding led (SCS)by new for investor $54mm. Goodwater SCS offers Capital, a loan and management included new platform investors and Stripea proprietary and Michael 11/10/1611/6/17 underwritingMoritz (through model charitable that are investment primarily usedvehicles), to deliver and existingconsumer investors tax advances Passion and otherCapital, consumer Thrive Capital, credit services. and Orange The Digital transaction Ventures. consideration The round consists valued ofthe company and Michael Moritz approximatelyat a pre-money $15mm valuation at closing,of £209mm with (~$275mm). potential for additional contingent payments.

Source: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 11/30/17. 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. DECEMBER 2017 Capital Markets Software & Services

Public Market Data

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

4. 0x 22x 260

3. 5x 19x 220

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

2. 0x 10x 100 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

IHS Mar kit 18,482 22,398 6.3x 5.9x 16.2x 14.8x (2%) 6% 39% 40% Broadridge 10,813 11,817 2.8x 2.7x 14.7x 14.0x 22% 2% 19% 19% SS&C Technologies 8,768 10,882 6.5x 6.2x 15.8x 14.2x 13% 6% 41% 43% Computershare 6,852 7,936 3.8x 3.7x 14.0x 12.8x 4% 2% 27% 29% DST 3,855 4,278 2.1x 1.9x 10.0x 8.9x 33% 7% 21% 22% SimCor p 2,385 2,394 6.0x 5.5x 23.3x 20.1x 15% 9% 26% 28% Envestnet 2,173 2,383 3.5x 3.1x 18.7x 14.9x 17% 16% 19% 21% IRESS 1,404 1,536 4.6x 4.2x 16.1x 14.1x 12% 9% 28% 30% First Derivatives 1,350 1,365 6.2x 5.5x 34.1x 30.9x 18% 13% 18% 18% Fidessa group 1,287 1,191 2.6x 2.6x 12.6x 12.1x 6% 2% 21% 21% Linedata Services 339 422 2.0x 2.0x 8.5x 7.6x 7% 3% 24% 26% Cinnober 216 193 3.9x 3.0x na 64.8x 20% 28% na 5% StatPro Group 130 156 2.4x 2.1x 17.2x 13.5x 30% 18% 14% 15% Brady 70 63 1.6x 1.6x 23.3x 8.9x (3%) 5% 7% 18% Lombard Risk Management 36 36 0.7x 0.7x 5.9x 3.4x 19% 13% 12% 19% Trim Mean 3,049 3,432 3.7x 3.4x 15.9x 14.4x 14% 8% 22% 23% Median 1,404 1,536 3.5x 3.0x 15.9x 14.0x 15% 7% 21% 21%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced ION Investment (Dublin, Ireland) agreed to acquire Dealogic for an undisclosed sum. Dealogic had previously been owned by Carlyle Group and Euromoney Institutional 11/22/17 Investor; Carlyle will retain a significant stake in Dealogic, while Euromoney agreed to sell its entire 15.5% stake for $135mm. Euromoney had acquired its stake for $59mm in 2014.

Zhongping Capital agreed to acquire the SunGard Kingstar Data System business from FIS for an undisclosed sum. Kingstar, originally acquired by SunGard in 2006, 11/16/17 (SunGard Kingstar Data provides software and processing solutions for the Chinese financial markets. The System business) transaction is expected to close in the first quarter of 2018.

Alter Domus (Luxembourg, Luxembourg) agreed to acquire Cortland Capital Market Services for an undisclosed sum. Alter Domus management views the transaction as 11/15/17 a significant step in their long term plan to expand their presence in the US. This is Alter Domus’ second transaction of the year, following the acquisition of Carta Fund Services in February. The transaction is expected to close in the first quarter of 2018.

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 250

5. 0x 15x 200

4. 0x 13x 150 EV / EBITDA EV / Revenue EV

3. 0x 10x 100 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

S&P Global 42,677 45,148 7.6x 7.2x 15.7x 14.7x 5% 6% 48% 49% Thomson Reuters 32,045 38,751 3.4x 3.3x 11.4x 10.9x 2% 2% 30% 31% Moody's 29,468 34,247 8.4x 7.6x 17.5x 15.7x 14% 10% 48% 48% Experian 19,386 22,793 5.2x 4.8x 14.9x 14.1x (6%) 9% 35% 34% Verisk Analytics 16,194 18,930 8.9x 8.2x 18.2x 16.8x 7% 8% 49% 49% Equifax 13,854 16,311 4.9x 4.7x 13.4x 13.3x 6% 3% 36% 35% MSCI 11,823 13,102 10.3x 9.3x 19.9x 17.5x 10% 10% 52% 53% TransUnion 10,504 12,647 6.6x 6.1x 17.0x 15.2x 12% 9% 39% 40% CoStar Group 10,007 9,690 10.0x 8.7x 33.6x 25.8x 15% 15% 30% 34% FactSet Research Systems 7,851 8,199 6.5x 6.0x 18.8x 17.4x 11% 8% 34% 34% FICO 5,020 5,519 5.8x 5.5x 24.2x 20.7x 5% 6% 24% 26% Dun & Bradstreet 4,580 5,847 3.3x 3.2x 11.6x 11.2x 3% 3% 29% 29% Morningstar 3,950 3,831 4.5x 4.3x 16.4x 14.8x 7% 4% 27% 29% CoreLogic 3,711 5,321 2.9x 2.8x 11.2x 10.8x (5%) 2% 26% 26% Trim Mean 13,724 15,946 6.3x 5.8x 16.6x 15.2x 6% 7% 36% 37% Median 11,164 12,874 6.2x 5.7x 16.7x 15.0x 7% 7% 35% 34%

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Moody’s (NYSE:MCO) acquired a minority stake in Rockport VAL for an undisclosed sum. Rockport VAL provides cloud-based commercial real estate (“CRE”) valuation 11/28/17 and cash flow modeling tools. In collaboration with Rockport VAL, Moody's Analytics plans to expand its CRE solutions offering, which include CMBS and related economic data. Information Publishing (London, United Kingdom) acquired CapitalTrack for an undisclosed sum. CapitalTrack provides information to the fixed income market, 11/27/17 covering floating rate, asset backed and structured securities markets. CapitalTrack maintains one of the largest independent, on-line databases of static and event-based operation data in the floating and variable rate spaces. TransUnion (NYSE:TRU) acquired FactorTrust, a provider of alternative credit data, analytics and risk scoring information. The addition of FactorTrust’s short-term and 11/14/17 small dollar lending data bolsters TransUnion’s existing credit solutions. Short-term and small dollar loans are the largest category of consumer credit obligations not currently part of nationwide credit reporting agency databases.

Public Market Data

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

6. 5x 24x 340

5. 3x 18x 280

4. 0x 12x 220 EV / EBITDA EV / Revenue EV 2. 8x 6x 160

1. 5x 0x 100 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Guidew ire Softw are 5,593 5,032 8.9x 7.5x 42.5x 38.2x 26% 19% 21% 20% Ebix 2,444 2,726 7.7x 6.7x 22.3x 18.5x 19% 15% 34% 36% CorVel 1,048 1,010 na na nm nm na na nm nm Sapiens 596 595 2.2x 1.9x 21.0x 12.9x 26% 13% 10% 15% Majesco 195 202 1.7x 1.5x 48.3x 15.7x (7%) 18% 4% 9% Trim Mean 1,363 1,444 4.9x 4.3x 32.4x 17.1x 23% 16% 16% 17% Median 1,048 1,010 4.9x 4.3x 32.4x 17.1x 23% 16% 16% 17%

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

Recent Activity

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

Goji (Boston, MA) raised $15mm in a funding round led by Hudson Structured Capital Management. Goji is an online insurance platform that provides home and auto 11/15/17 insurance and offers advice to its clients. The company plans to use the funds to expand its operations.

Health IQ (Mountain View, CA) raised $35mm in a Series C funding round, led by Andreessen Horowitz and included CRV, Ribbit Capital, Foundation Capital, First 11/15/17 Round Capital, Felicis Ventures, and Western Technology Investment. Health IQ plans to use the funds to increase hiring, continue product development and accelerate customer growth. Acturis (London, UK) has acquired the ICE insurance software business from Hubio Technologies for an undisclosed sum. The ICE insurance software business has been 11/6/17 transferred to a new company named ICE InsureTech and aims to offer policy and claims management, billing and reporting analytics to insurance and accident (ICE Insurance Software) management companies.

Public Market Data

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

5. 0x 20x 300

4. 5x 18x 250 4. 0x 16x

3. 5x 14x 200

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

2. 0x 8x 100 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Pay Pal 92,618 82,012 6.3x 5.3x 24.4x 20.4x 20% 19% 26% 26% Cielo 19,128 21,418 5.8x 5.5x 13.2x 12.3x (3%) 5% 44% 45% FleetCor Technologies 16,914 20,582 9.2x 8.1x 17.2x 15.2x 23% 13% 53% 53% Global Payments 15,627 19,865 5.6x 5.0x 17.2x 14.3x (7%) 13% 33% 35% First Data 15,529 35,649 4.4x 4.2x 11.7x 10.9x 4% 5% 38% 38% Square 15,059 14,544 15.0x 11.4x nm 59.3x 41% 32% 14% 19% Total System Services 13,817 16,226 4.8x 4.5x 13.7x 12.7x (19%) 6% 35% 36% Wirecard 13,204 12,268 7.1x 5.6x 25.2x 19.5x 38% 25% 28% 29% Vantiv 12,216 16,929 8.0x 6.9x 16.8x 14.7x 11% 16% 48% 47% Worldpay Group 11,371 13,137 7.9x 7.2x 19.3x 16.9x 10% 9% 41% 43% Western Union 9,164 11,505 2.1x 2.1x 8.5x 8.4x 1% 2% 25% 25% WEX 5,548 7,734 6.2x 5.5x 16.0x 13.8x 22% 12% 39% 40% Euronet Worldw ide 5,096 4,778 2.1x 1.9x 11.5x 10.0x 15% 11% 18% 19% Blackhaw k Netw ork 2,084 2,528 1.2x 1.1x 10.9x 9.3x 14% 10% 11% 11% EV ERTEC 1,016 1,601 4.0x 4.0x 9.2x 9.2x 2% 1% 44% 43% MoneyGram International 943 1,682 1.1x 1.0x 6.1x 6.0x (2%) 4% 17% 17% PayPoint 851 813 3.0x 3.0x 10.0x 9.8x (4%) (2%) 30% 31% SafeCharge 615 502 4.5x 4.0x 14.8x 12.9x 7% 13% 31% 31%

Trim Mean 9,848 12,579 5.1x 4.6x 14.3x 13.1x 9% 10% 32% 33% Median 11,793 12,703 5.2x 4.7x 13.7x 12.8x 9% 10% 32% 33% Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Jack Henry & Associates (NASDAQ:JKHY) agreed to acquire Ensenta Corporation for an undisclosed sum. Ensenta provides enterprise-wide, SaaS solutions for mobile and 11/27/17 online payments and deposits, supporting more than 1,100 financial institutions and government agencies across their ATM, mobile, online desktop, merchant and branch channels.

Radius Payment Solutions (Crewe, United Kingdom) raised £150mm (~$200mm) in an equity funding round led by new investor Inflexion Private Equity Partners. The 11/27/17 funding round was raised at a reported post-money valuation of £800mm (~$1.1bn). Radius provides payment solutions to the fleet and logistics market.

TransferWise (London, United Kingdom) raised $280mm in a series E funding round led by new investors Institutional Venture Partners and Old Mutual Global Investors, 11/1/17 and included participation from other new and existing investors. TransferWise provides international money transfer services.

[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.

Public Market Data

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

10.0x 19x 250

220

9. 0x 16x 190

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

7. 0x 10x 100 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-17 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 Dec-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

CME Group 50,893 51,406 14.1x 13.2x 19.8x 18.3x 1% 7% 71% 72% IntercontinentalExchange (ICE) 42,298 47,952 10.7x 9.7x 16.2x 14.7x 3% 6% 63% 66% Hong Kong Exchange 37,068 5,458 3.8x 3.0x 4.7x 4.2x 15% 11% 72% 73% Deutsche Börse Group 21,168 21,556 6.5x 7.1x 12.9x 11.8x (14%) 7% 59% 60% London Stock Exchange (LSE) 18,022 18,956 8.8x 7.0x 15.2x 13.2x 14% 10% 50% 53% BM&F Bovespa 14,655 15,771 22.2x 11.8x 20.6x 16.9x 69% 12% 64% 70% CBOE 14,004 15,176 23.7x 13.3x 23.2x 19.3x 57% 14% 65% 69% The Nasdaq OMX Group 13,457 16,495 4.5x 6.4x 13.4x 12.7x (35%) 6% 51% 51% Japan Exchange Group (JPX) 9,802 9,823 10.2x 9.8x 15.7x 15.4x 1% 2% 64% 64% Australian Exchange (ASX) 8,395 7,638 10.8x 12.0x 16.5x 15.8x (14%) 5% 77% 76% Singapore Exchange (SGX) 5,970 5,317 9.1x 8.2x 15.2x 13.5x 3% 7% 58% 61% Euronext 4,249 4,261 7.4x 6.4x 12.2x 11.2x 7% 8% 57% 57% TMX Group 3,048 3,457 5.5x 5.5x 11.1x 9.8x (8%) 9% 54% 56% Trim Mean 17,190 15,309 10.0x 8.8x 15.3x 13.9x 6% 8% 62% 64% Median 14,004 15,176 9.1x 8.2x 15.2x 13.5x 3% 7% 63% 64% [1] Euronext (ENX) added to the index as of IPO 6/20/14

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced Euronext (ENXTPA:ENX) acquired the Irish Stock Exchange for €137mm (~$162mm), valuing the company at an implied 4.7x LTM revenue and 14.3x LTM EBITDA. The 11/29/17 acquisition of the Irish Stock Exchange aims to boost Euronext’s efforts to compete with its larger European rivals. Euronext plans to make the Irish Stock Exchange a center for the listing of debt, funds and exchange-traded funds. TMX Group (TSX:X) agreed to acquire Trayport from Intercontinental Exchange for $721mm, valuing the company at an implied 9.5x LTM revenue and 18.3x LTM 10/27/17 EBITDA. In conjunction with this transaction, TMX has agreed to sell Natural Gas Exchange and Shorcan Energy Brokers to ICE, at a combined valuation of £200mm. The sale of Trayport was forced by the UK Competition and Markets Authority. Intercontinental Exchange (NYSE:ICE) agreed to acquire BondPoint from Virtu Financial for $400mm. The transaction is expected to close in the first quarter of 10/24/17 2018. BondPoint provides electronic fixed income trading solutions for the buy-side and sell-side, offering access to liquidity and automated trade execution through its ATS.

Public Market Data

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

5. 5x 20x 290

250 4. 4x 18x

210 3. 3x 15x 170 EV / EBT

EV / Revenue EV 2. 1x 13x 130

1. 0x 10x 90 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-17 Nov-12 Nov-13 Nov-14 Nov-15 Nov-16 Nov-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 CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E CY2017E CY2018E

Charles Schw ab 59,093 6.9x 6.1x 14.7x 12.4x 15% 13% 47% 49% TD Ameritrade 25,864 6.5x 5.2x 15.2x 11.9x 20% 26% 43% 43% E*TRA DE 12,048 5.1x 4.7x 12.3x 9.8x 12% 10% 42% 48% MarketAxess 7,026 17.7x 15.4x 32.0x 26.9x 7% 15% 55% 57% BGC Partners 6,538 2.3x nm 12.9x na 13% na 18% na ICA P 3,287 4.4x 4.1x 13.3x 11.5x 18% 7% 33% 36% Interactive Brokers Group 3,156 2.0x 1.9x 3.0x 2.6x 11% 6% 67% 73% IG Group 3,087 4.7x 4.5x 10.1x 9.8x (4%) 5% 46% 46% LendingClub 2,477 4.2x 3.2x 43.8x 18.6x 19% 28% 10% 17% Investment Technology Group 758 1.6x 1.5x 10.0x 7.1x 2% 9% 16% 20% Monex Group 737 1.8x 1.8x 16.4x 13.9x 10% 4% 11% 13% BinckBank 358 1.1x 2.0x 46.0x 8.8x 19% (45%) 2% 23% On Deck Capital 339 1.0x 0.9x 39.7x 10.3x 148% 8% 2% 9% GAIN Capital 306 0.9x 0.8x 5.9x 3.4x (19%) 11% 16% 24% Elevate Credit 244 0.4x 0.3x 2.6x 1.5x 16% 22% 14% 20% Trim Mean 5,075 3.3x 3.0x 17.6x 10.0x 12% 11% 27% 30% Median 3,087 2.3x 2.6x 13.3x 10.1x 13% 10% 18% 30%

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

Recent Activity

Date Acquirer(s) / Investor(s) Target / Issuer Description Announced E*TradeLendingTree Financial(NASDAQ:TREE) Corporation (NASDAQ:ETFC) acquired Iron Horse agreed Holdings to acquire (dba: CompareCardsTrust Company) of Americafor $130mm. (TCA) CompareCards for $275mm. TCAis an is online based platformin Denver, enabling CO and consumer has approximately credit card 10/19/1711/16/16 $17bncomparisons, in institutional and providing assets creditunder educationcustody and and more credit than health 180 managementactive RIAs on solutions. its platform.The transaction E*Trade consideration expects the consistsacquisition of $85mmto strengthen cash attheir closing ability and to serveup to $45mm of customersearn-out payments in need ofpaid higher during-touch 2017 services and 2018. than their typical offerings.

Intrum Justitia (STO:IJ) acquired 1st Credit for £130mm ($161mm), valuing the Mirador (Portland, OR) raised an undisclosed sum in a venture funding round led by Company at an implied 3.9x 2015 EBITDA. 1st Credit provides debt purchase and 11/10/168/24/17 CMFG Ventures. Mirador is a financial technology company that provides a outsourced debt collection services for banks, credit card providers, utilities, telecoms, completely digital small business lending platform. and retail companies.

China Media Group (SZE:000793) acquired Donghai Securities for an undisclosed 7/13/17 sum. Donghai Securities provides securities brokerage, securities trading, and investment banking services.

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 DECEMBER 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 DECEMBER 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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