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Financial Technology M&A MARLIN & ASSOCIATES Financial Technology MARKET UPDATE INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved MARCH 2017 Toronto Washington, D.C. San Francisco New York

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Page 1: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

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M&AM A R L I N & A S S O C I A T E S

F i n a n c i a l Te c h n o l o g yM A R K E TU P D A T E

INVESTMENT BANKING AND STRATEGIC ADVISORY TO THE FINANCIAL TECHNOLOGY AND INFORMATION SERVICES INDUSTRIES

www.MarlinLLC.com © Marlin & Associates Holdings LLC, All Right Reserved

MARCH 2017

Toronto

Washington, D.C.

San Francisco

New York

Page 2: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Dear Clients and Friends:

The Fintech M&A Report that follows tracks deals and trends in the seven sectors of the fintech universe that we follow and sometimes lead. Please find it on the following pages.

If you are an avid reader of fintech m&a investment news and analyses as we are, you may have noticed an interesting shift in tone over the past year. (And I’m not referring to national politics.)

For one, at a macro level, after seeing investments into fintech increase at dizzying rates between 2010 and 2015, the total amount invested into fintech in 2016 seems to have plateaued to around $20 billion – which is still an impressive figure. For 2017, if anything, we see a slight tapering off in total fintech investing, as industry participants and financial sponsors digest recent actions. There is still plenty of money going into the sector, but there is also a realization that the fintech world has changed markedly over the last six years; winners and losers in some sectors have already been determined; and in others there are already enough players that new ones have trouble establishing traction.

So where is the smart money going? Well, an increasing amount is going to b2b fintech. We like that.

The same buzz that has been around b2c lending and money transfer services, mobile bill payment systems, crypto-currencies, wealth management platforms, robo-advisors, micro-lending, mobile wallets, social trading investment platforms and more has morphed into the b2b world as firms look for innovative ways to move money safely between corporations; comply with regulations; manage investments; prevent fraud; procure and pay for goods; clear and settle transactions; invoice and collect from clients; store, retrieve and transmit high value documents; and much more. We see it in capital markets, wealth management, commercial banking, payments, GRC, insurance, real-estate and virtually all other aspects of the b2b fintech world. That’s our turf. It’s an ever changing world.

The report that follows highlights some of the more interesting deals this month in the seven sectors of the fintech universe that we follow. Some of the more interesting deals include:

DEAR CLIENTS AND FRIENDS,Where will the smart fintech money go next? Our March 2017 Fintech Market Update

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 relatedservices. The firm is based in New York City, with offices in San Francisco, CA, Washington, D.C., and Toronto, Canada. It has been the recipient of numerousawards 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.

Sincerely,

Ken Marlin| Managing Partner | Marlin & AssociatesAuthor| The Marine Corps Way To Win on Wall Street570 Lexington Avenue|48th FloorNew York, NY 10022

• PayPal (NASDAQ:PYPL) agreed to acquire TIO Networks for $233mm, valuing the company at an implied 3.0x LTM revenue and 26.6x LTM EBITDA,

• Funding Circle (London, United Kingdom) raised GBP82mm (~$100mm) in its sixth round of funding led by existing investor Accel Partners,

• Klarna (Stockholm, Sweden) agreed to acquire BillPay for a reported £60mm (~$75mm),• Temenos (SWX:TEMN) made a binding offer to acquire Rubik for $55mm, valuing the company at an implied 1.7x LTM

revenue,• MYOB (ASX:MYO) agreed to acquire Paycorp for AUD48mm (~$37mm).

We will be attending Data Disrupt in New York on March 29-30th. To arrange a meeting there, please contact Michael Maxworthy at [email protected].

Page 3: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

MARCH 2017

MARLIN & ASSOCIATES: FINTECH MARKET UPDATE

Marlin & Associates3

Sector Analyses10

Banking Software & Processors10

Capital Markets Software & Services11

Data & Analytics – Financial Services12

Insurance Technology13

Payment Technology14

Securities Exchanges15

Technology-Enabled Financial Institutions16

Sector Comparison9

Case Studies17

Events8

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

Page 4: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Note: Not a complete list

Ken Marlin

Founder and Managing Partner of M&A• Twice named to II’s Tech 50• Member Market Data Hall of Fame• MD Veronis Suhler Stevenson• CEO of Telesphere Corporation • CEO of Telekurs (NA)• EVP Bridge Information systems• SVP at Dun & Bradstreet• BA from the University of California (Irvine)• MBA from UCLA, post-MBA from New

York University Jason Panzer

Chief Operating Officer of M&A• 20+ years of M&A experience advising

technology and PE firms, globally• VP Business Development at FactSet• M&A attorney of Skadden, Arps, Slate,Meagher and Flom• CFO of JCF Group• MBA from Columbia Business School• J.D. from Fordham Law School• CFA Charterholder

Paul Friday

• 20+ years of investment banking experience• Experience working with both large

corporations and entrepreneurial technology-based companies

• Formerly at Robertson Stephens and PaineWebber (UBS)

• BS, Finance from Pennsylvania State University

• 18+ years of investment banking andprivate equity experience• Named twice to Dealer’s Digest and

recently M&A Advisor’s “40-Under-40”• Founded Marlin & Associates with Ken

Marlin• Formerly at Veronis Suhler Stevenson,

Morgan Stanley, and American International Group

• BS from Binghamton University

Tom Selby

• 12+ years of M&A experience • VP of Business Development at

SunGard• Founder of software company sold to

SunGard • Started career designing trading software

for TD Bank• BaSC, Engineering from University of

TorontoJonathan Kaufman

• 15+ years of corporate finance experience

• Thought leader in Fintech• 8+ years in investment banking at UBS and Deutsche Bank• BS from Union College• MBA from University of Virginia’s Darden

School of Business• Named to Deal’s Digest “40-Under-40”

MARLIN AND ASSOCIATES: WHO WE ARE

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

Michael Maxworthy

Paul Friday

MARCH 2017

"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 BrunnerCEO, QuoVadis

Page 5: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

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 thetechnologies themselves and Ken Marlin has been in the thick of it...”

– Institutional Investor 2014

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

Institutional Investor calls these 50 people disrupters because they're changing theway 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 influentialpeople 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 PowerfulDealmakers of 2016”

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

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

MARCH 2017

Page 6: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

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

• 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

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

PEER AND INDUSTRY GROUP RECOGNITION

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

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

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

TMT Advisory Firm of the Year (2016)

Boutique Investment Banking Firm of the

Year(2016)

– ACQ5 (Acquisition Finance

Magazine)

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

Ken MarlinFounder and Managing Partner

MARCH 2017

Note: Not a complete list.

Page 7: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

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

San Mateo, CA

Marlin & Associates acted asexclusive strategic and financial

advisor to Xignite.

received a strategicinvestment from

Tokyo, Japan

New York, NY

Palo Alto, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra.

has been acquired by

Campbell, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to Trunomi.

received an investment from

Boston, MA

Windsor, CT

Marlin & Associates acted as exclusive strategic and financial advisor to Varden Technologies.

has been acquired by

New York, NY

Dublin, Ireland

Marlin & Associates acted as financial advisor to Aquiline Capital

Partners.

has invested in

has sold the assets of

to

Marlin & Associates acted as exclusive strategic and financial advisor to CNO Financial Group.

Dublin, Ireland

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Information Mosaic.

has been acquired by

London, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to CIT Growth Capital.

invested in

San Francisco, CA

has led a $60 million investment in

New York, NY

Marlin & Associates acted as exclusive financial advisor

Francisco Partners.

Vienna, Austria

received a majority investment from

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

MARCH 2017

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.

has been acquired by

received an investment from

Port Talbot, United Kingdom

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial

advisor to Vizolution.

Salt Lake City, UT

Chicago, IL

Marlin & Associates acted as exclusive strategic and financial advisor to iTransact Group, LLC

has been acquired by

Phoenix, AZ

Boston, MA and San Francisco, CA

Marlin & Associates acted as exclusive strategic and financial

advisor to BillingTree

has completed a majority recapitalization with

a portfolio company of

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to Advise Technologies, LLC

has been acquired by

New York, NY

received an investment from

Marlin & Associates acted as exclusive strategic and financial

advisor to OpenGamma

London, United Kingdom

Page 8: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

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

New York, NY

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SR Labs.

secured a $53 million investment from

Birmingham, AL

has been acquired by

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to XcitekSolutionsPlus, LLC.

New York, NY

has been acquired by

Hamilton, Bermuda

Marlin & Associates acted as exclusive strategic and financial

advisor to Correlix.

London, United Kingdom

has been acquired by

Mumbai, India

Marlin & Associates acted as exclusive strategic and financial advisor to

Coalition Development Ltd.

New York, NY

has acquired a minority interest in

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial

advisor to NYSE Euronext.

has acquired a minority interest in

from

Marlin & Associates acted as exclusive strategic and financial advisor to Welsh,

Carson, Anderson & Stowe.

London, United Kingdom

has been acquired by

Toronto, Canada

Marlin & Associates acted as exclusive strategic and financial

advisor to Atrium Network.

New York, NY

has acquired

Tokyo, Japan

Marlin & Associates acted as exclusive strategic and financial advisor to NYSE Euronext, Inc.

Vancouver, Canada

has been acquired by

Kansas City, MO

Marlin & Associates acted as exclusive strategic and financial

advisor to Subserveo.

Doha, Qatar

has acquired

London, United Kingdom

Marlin & Associates acted as exclusive strategic and financial advisor to Qatar

Insurance Services LLC.

Sydney, Australia

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to SMARTS Group.

has been acquired by

Brussels, Belgium

Wayne, PA

Marlin & Associates acted as exclusive strategic and financial

advisor to SWIFT.

has acquired

Ambit Messaging Hub from

has sold its majority interest in

Wrexham, United Kingdomto

Marlin & Associates acted as exclusive strategic and financial

advisor to Deutsche Börse.

MARCH 2017

Vienna, Austria

has acquired

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to AIM Software.

New York, NY

has entered into a strategic alliance with

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to Alacra Inc.

Page 9: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

2017 Fintech Events:

ConferenceDate Location Website

Money 20/20 EuropeThe payments, financial services and retail sectors are currentlyexperiencing an accelerated period of product development,characterised by technology and regulatory-based disruption.Money20/20 Europe is engineered to bring together all thestakeholders with a part to play in the commerce revolution:payments and financial services providers, banks and non-banks, themobile ecosystem, the retail industry (offline and online), marketingservices and data companies, investors, advisory firms andgovernment bodies.

June 26-28, 2017 Copenhagen, DK Details

MARCH 2017

April 25, 2017 New York, NY DetailsEmpire StartupsHear from those forging new trails in payments, blockchain, lending,robo-advisors, insurance tech, real estate and more. In addition toattracting hundreds of FinTech entrepreneurs, this conference alsoplays host to the investors and service providers that help acceleratestartups. The audience can also look forward to keynotes, panels anddemo updates from some of the top FinTech startups in the world.

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

London, UK Details

June 26-28, 2017 The Future of Fintech - CB InsightsThe Future of Fintech is an exclusive gathering of the world's largest financial institutions, best fintech startups, and most active venture investors. Covering the ongoing pace of disruption and funding in finance and what that means for incumbents, consumers, and the future of financial services more broadly across major trends like AI, blockchain, insurance tech, robo advising, and more.

New York, NY Details

July 17-14, 2017 Money2020 AsiaBuilt in the US and thriving in Europe, Money20/20 will now bring together a global network of innovators, disruptors and established industry players at the inaugural Money20/20Asia driving a worldwide payments and financial services revolution with a pan-Asian focus.Money20/20 organises the world’s largest events focused on payments and financial services at the intersection of mobile, retail, marketing services, data and technology. In March 2018, Singapore will host the inaugural Money20/20 Asia; shining a light on the region’s unique opportunities, connecting companies and individuals that build, disrupt and challenge how consumers and businesses manage, spend and borrow money.

SingaporeDetails

April 10-11th, 2017 Innovate Finance Global SummitThe annual event is a onference for the financial technology industry, a platform that convenes the world’s global institutions together with startups, policy makers and investors to share ideas and solutions to the challenges facing financial services.

London, UK Details

Page 10: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Enterprise Value / Revenue

Enterprise Value / EBITDA

FINANCIAL TECHNOLOGYSector Comparison Snapshot:

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

Technology-Enabled Financial Institutions*

Insurance Technology

Capital Markets Software & Services

Payment Technology

Banking Software & Processors

Data & Analytics - Financial Services

Securities Exchanges

2016A EV/Revenue 2017E EV/Revenue

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

Payment Technology

Capital Markets Software & Services

Securities Exchanges

Data & Analytics - Financial Services

Insurance Technology

Banking Software & Processors

Technology-Enabled Financial Institutions*

2016A EV/EBITDA 2017E EV/EBITDA

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

MARCH 2017

Page 11: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Banking Software & Processors

Public Market Data

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

Recent Activity

MARCH 2017

80

110

140

170

200

230

260

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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

M&A Banking Software Index S&P 500

11x

13x

15x

17x

19x

21x

23x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

5.0x

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

FIS 27,231 37,130 4.0x 3.9x 15.0x 12.1x 1% 3% 27% 32%Fiserv 25,376 29,624 5.4x 5.1x 16.0x 14.5x 5% 5% 34% 35%Jack Henry & Associates 7,331 7,317 5.2x 5.0x 14.8x 14.1x 7% 5% 35% 35%Temenos 5,696 5,870 9.3x 8.5x 24.8x 22.1x 16% 10% 37% 38%Oracle Financial Services 4,865 4,330 6.6x 6.0x 15.9x 14.6x 10% 11% 42% 41%Ellie Mae 3,346 2,924 8.1x 6.7x 35.8x 20.1x 42% 22% 23% 33%ACI Worldw ide 2,319 3,005 3.1x 2.9x 13.0x 12.0x (7%) 5% 24% 24%Q2 Holdings 1,447 1,350 9.0x 7.0x nm nm 37% 29% na 3%Bottomline Technologies 942 1,004 2.9x 2.8x 32.1x 13.2x 2% 5% 9% 21%Sw ord Group 309 282 1.6x 1.5x 10.6x 9.6x 17% 10% 15% 16%Polaris Consulting & Services 286 214 0.7x nm 6.6x nm 0% na 11% naMicrogen 184 167 3.4x 3.3x 13.7x 13.0x 24% 2% 25% 26%Gresham Technologies 135 126 5.8x 5.0x 26.1x 19.2x 17% 16% 22% 26%

Trim Mean 4,737 5,099 5.0x 4.8x 18.2x 14.8x 12% 9% 25% 29%Median 2,319 2,924 5.2x 5.0x 15.5x 14.1x 10% 7% 24% 29%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/28/16

QuantGroup (Beijing, China) raised $72mm in a Series C round of funding led by new investor Sunshine Insurance Group, and including participation from GuosenHongsheng Investment Co., Fosun Capital, and other undisclosed investors. QuantGroup provides online financial services in China.

11/16/16

LendingTree (Nasdaq:TREE) acquired Iron Horse Holdings (dba: CompareCards) for $130mm. CompareCards is an online platform enabling consumer credit card comparisons, and providing credit education and credit health management solutions. The transaction consideration consists of $85mm cash at closing and up to $45mm of earn-out payments paid during 2017 and 2018.

11/10/16

Meta Financial Group (Nasdaq:CASH) acquired Specialty Consumer Services (SCS) for $54mm. SCS offers a loan management platform and a proprietary underwriting model that are primarily used to deliver consumer tax advances and other consumer credit services. The transaction consideration consists of approximately $15mm at closing, with potential for additional contingent payments.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

2/23/17

Nymbus (Miami Beach, FL) raised $16mm in a funding round led by Home Credit Venture Capital, the venture arm of Home Credit Group. Nymbus provides SaaS-based core banking solutions for community banks and credit unions. This investment follows a $12mm funding round announced in 2016, bringing the total capital raised by Nymbus to $28mm. This is the first venture investment by Home Credit.

2/14/17

Temenos (SWX:TEMN) made a binding offer to acquire Rubik for $55mm, valuing the company at an implied 1.7x LTM revenue. Rubik provides banking, wealth management, and mortgage broking software, some of which is based on Temenos’ core banking system. More than 70% of Rubik’s revenue is recurring (primarily from SaaS revenue). The transaction is subject to approval by Rubik shareholders.

1/26/17

Raisin (Berlin, Germany) raised $32mm in a Series C funding round led by new investor Thrive Capital, and including existing investors Ribbit Capital and Index Ventures. Raisin has now raised a total of $64mm. Raisin provides a deposit marketplace, allowing consumers to invest in savings accounts with multiple institutions.

Page 12: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Capital Markets Software & Services

Public Market Data

Recent Activity

MARCH 2017

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

IHS Markit 17,229 20,550 5.6x 5.8x 15.3x 14.8x 10% (3%) 37% 39%Broadridge 8,424 9,394 2.7x 2.3x 14.8x 11.8x 23% 21% 18% 19%SS&C Technologies 7,256 9,640 6.3x 5.8x 15.9x 13.9x 52% 9% 40% 42%Computershare 5,667 6,880 3.4x 3.2x 12.7x 13.1x 5% 6% 27% 24%DST 3,887 3,890 2.5x 2.6x 11.0x 9.9x (23%) (2%) 23% 26%SimCorp 2,279 2,248 7.2x 6.9x 29.9x 28.1x 5% 5% 24% 25%Envestnet 1,659 1,899 3.3x 2.8x 18.9x 14.2x 37% 16% 17% 20%IRESS 1,527 1,646 5.5x 4.9x 18.0x 16.0x 8% 11% 30% 31%Fidessa group 1,216 1,097 2.6x 2.5x 9.9x 14.5x 12% 7% 27% 17%First Derivatives 741 761 4.5x 4.0x 23.6x 21.0x 24% 13% 19% 19%Linedata Services 356 356 2.0x 1.7x 6.8x 6.2x (1%) 15% 29% 28%Cinnober 211 201 5.0x 4.0x nm 38.1x 19% 24% 3% 11%Brady 82 73 1.9x 1.8x 13.1x 11.6x 11% 5% 15% 16%StatPro Group 73 86 1.9x 1.8x 13.7x 12.3x 16% 10% 14% 14%Lombard Risk Management 40 31 0.8x 0.7x nm 5.2x 28% 27% 1% 13%

Trim Mean 2,568 2,936 3.6x 3.3x 15.2x 14.4x 15% 11% 22% 22%Median 1,527 1,646 3.3x 2.8x 14.8x 13.9x 12% 10% 23% 20%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

4x

8x

12x

16x

20x

2.0x

2.5x

3.0x

3.5x

4.0x

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

100

120

140

160

180

200

220

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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

M&A Capital Markets Index S&P 500

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

2/16/17

OpenFin (New York, NY) raised $15mm in a Series B funding round that included participation from JP Morgan, Euclid Opportunities Fund, Pivot Investment Partners, Nyca Partners, DRW Ventures, Bain Capital Ventures, and others. OpenFin, developed on top of Google’s Chromium project, provides a unified layer for financial applications. OpenFin has raised a total of $22mm in VC funding.

2/6/17

Thomson Reuters (TSX:TRI) agreed to acquire Clarient Global from The Depository Trust & Clearing Corporation (DTCC). The business will be integrated into Thomson Reuters’ risk management, compliance, and reference data offerings following the closing of the transaction. Clarient provides KYC and reference data solutions.

2/2/17

OpenGamma (London, United Kingdom) raised $1mm in equity funding from Japan Exchange Group in addition to the company’s $13.3mm Series D round. OpenGamma provides real-time analytics for derivatives trading and clearing. Marlin & Associates acted as exclusive strategic and financial advisor to OpenGamma.

Page 13: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Data & Analytics – Financial Services

Public Market Data

MARCH 2017

Recent Activity

10x

13x

15x

18x

3.0x

4.0x

5.0x

6.0x

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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

M&A D&A Financial Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

S&P Global 33,869 36,164 6.4x 6.3x 14.6x 13.8x 7% 1% 44% 46%Thomson Reuters 30,885 36,475 3.3x 3.2x 16.4x 10.9x (9%) 1% 20% 29%Moody's 21,249 22,559 6.3x 5.9x 13.7x 12.9x 3% 5% 46% 46%Experian 18,969 22,122 4.8x 4.6x 13.9x 13.4x (0%) 3% 34% 35%Equifax 15,917 18,518 5.9x 5.4x 16.5x 14.8x 18% 8% 36% 37%Verisk Analytics 14,113 16,362 8.2x 7.8x 17.5x 15.4x 13% 5% 47% 50%MSCI 8,877 10,160 8.8x 8.2x 17.8x 16.2x 7% 7% 49% 51%FactSet Research Systems 7,134 7,305 6.4x 6.0x 18.2x 16.9x 11% 6% 35% 35%CoStar Group 6,598 6,369 7.6x 6.8x 29.6x 24.1x 18% 12% 26% 28%FICO 4,232 4,765 5.3x 5.1x 23.0x 19.1x 6% 4% 23% 27%Dun & Bradstreet 3,916 5,194 3.0x 2.9x 11.5x 10.4x 4% 4% 26% 28%Morningstar 3,466 3,374 4.2x 4.0x 13.4x 12.2x 1% 5% 31% 33%CoreLogic 3,421 4,912 2.5x 2.6x 11.7x 10.6x 28% (5%) 21% 25%

Trim Mean 12,305 14,039 5.6x 5.3x 16.1x 14.2x 8% 5% 34% 36%Median 8,877 10,160 5.9x 5.4x 16.4x 13.8x 7% 5% 34% 35%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/21/16

London Stock Exchange Group (LSE:LSE) acquired Mergent for an undisclosed sum. Mergent is a leading provider of business and financial information on public and private companies and adds to LSEG’s data and analytics capabilities. The Mergentbusiness will form part of LSEG’s Information Services Division which includes FTSE Russell, among other real time and reference data products.

11/10/16

eVestment Alliance (New York, NY) acquired Public Plan IQ for an undisclosed sum. Public Plan IQ is a SaaS-based platform that provides access to public pension plan reporting and board documents and houses more than 10,000 documents. The acquisition builds upon eVestment’s intelligence offering to institutional investors, consultants and managers.

11/1/16

Strategic Insight (New York, NY) acquired BrightScope for an undisclosed sum. BrightScope is a financial information company that provides a suite of proprietary datasets, data management capabilities and analytics to asset managers, record-keepers, financial advisors, and other market participants. The transaction follows Strategic Insight’s recent acquisitions of Market Metrics and Matrix Solutions.

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

2/15/17

Moody’s (NYSE:MCO) acquired the structured finance data and analytics business of SCDM for an undisclosed sum. SCDM, based in Germany, is a provider of analytical tools for participants in securitization markets primarily serving European clients. The acquisition expands Moody’s growing data, analytics and reporting solutions.

2/13/17

CrediFi (New York, NY) raised $13mm in a Series B funding round led by Liberty Israel Venture Fund and included previous and new investors. CrediFi is a provider of data and analytics for commercial real estate finance and has raised $23mm in funding to date.

2/6/17

Thomson Reuters (TSX:TRI) agreed to acquire Avox from The Depository Trust & Clearing Corporation (DTCC) for an undisclosed sum. Avox validates, corrects, enriches, and maintains business entity reference data such as corporate hierarchies, registered address information, industry sector codes, and company identifiers.

Page 14: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Insurance Technology

Public Market Data

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

Recent Activity

MARCH 2017

8x

11x

13x

16x

18x

1.0x

1.5x

2.0x

2.5x

3.0x

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

120

160

200

240

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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

M&A Insurance Tech Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

Guidew ire Softw are 4,087 3,504 7.9x 6.6x 44.9x 32.1x 12% 20% 18% 21%Ebix 2,030 2,197 7.4x 6.7x 19.8x 18.1x 12% 10% 37% 37%CorVel 790 751 1.5x nm 11.4x nm 3% na 13% naSapiens 723 645 3.0x 2.5x 21.5x 16.9x 16% 19% 14% 15%msg life 112 87 0.7x 0.7x 7.7x 6.8x 5% 3% 10% 10%Connecture 43 121 1.4x 1.3x nm 15.9x (10%) 10% na 8%

Trim Mean 914 929 3.3x 3.5x 17.6x 16.9x 8% 13% 15% 15%Median 756 698 2.2x 2.5x 19.8x 16.9x 8% 10% 14% 15%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

2/28/17Verisk Analytics (NASDAQ:VRSK) acquired Emergent Network Intelligence for an undisclosed amount. Verisk plans to integrate Emergent Network Intelligence’s insurance claims efficiency and fraud detection solutions to realize process synergies.

2/16/17

Verisk Analytics (NASDAQ:VRSK) acquired Healix Risk Rating for an undisclosed amount. Healix Risk Rating provides an automated medical risk assessment tool for the travel insurance industry. The acquisition aims to broaden Verisk’s risk assessment offerings for the global insurance industry.

1/30/17

Earnix (Ramat Gan, Israel) raised $13.5mm of venture funding from JerusalemVenture Partners, Vintage Investment Partners and Israel Growth Partners. Earnix, a provider of integrated insurance customer analytics software, intends to use the funds to accelerate geographic expansion, penetration into the banking vertical, and investment in new products.

Page 15: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Payment Technology

Public Market Data

[1] SafeCharge (SCH) added to the index as of IPO 4/1/14. PayPal (PYPL) added to the index as of IPO 7/20/15

Recent Activity

MARCH 2017

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/10/16

Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

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

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

1/26/17

Ant Financial Services Group, an affiliate of Alibaba Group (NYSE:BABA), agreed to acquire MoneyGram (Nasdaq:MGI) for $880mm, implying an enterprise value of $1.5bn and valuing the company at an implied 1.0x LTM revenue and 7.0x LTM EBITDA. The offer of $13.25 per share represents a premium of ~11.5% to MoneyGram’s closing share price on 1/25/17.

1/13/17

Advent International (Boston, MA) and Bain Capital (Boston, MA) agreed to acquire Concardis for an undisclosed sum. Originally focused on connecting retailers to credit card systems, Concardis has recently developed a leading position as a full-service payment provider in Germany, Austria and Switzerland.

1/10/17

iZettle (Stockholm, Sweden) raised €60mm (~$63.5mm) in a round of funding fromIntel Capital, Zouk Capital and Victory Park Capital. The funding round included €45mm of debt funding from new investor Victory Park Capital and €15mm in equity funding from existing investors Intel Capital and Zouk Capital.

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

PayPal 51,072 41,256 3.8x 3.3x 19.6x 13.0x 17% 16% 19% 25%FleetCor Technologies 16,190 19,537 10.7x 8.9x 20.8x 16.7x 8% 21% 51% 53%Global Payments 12,272 16,387 5.0x 4.8x 19.7x 15.0x 16% 4% 25% 32%Vantiv 10,605 14,012 7.4x 6.6x 16.5x 14.0x 13% 11% 45% 47%Total System Services 10,053 12,905 3.1x 2.7x 15.1x 11.2x 50% 15% 20% 24%Western Union 9,498 11,360 2.1x 2.1x 8.3x 8.7x (1%) (0%) 25% 24%Wirecard 5,815 4,946 4.6x 3.5x 15.2x 11.8x 28% 28% 30% 30%WEX 4,791 6,813 6.7x 5.7x 22.5x 14.1x 19% 17% 30% 41%Euronet Worldw ide 4,468 4,339 2.2x 2.0x 13.2x 10.8x 11% 9% 17% 19%Blackhaw k Netw ork Holdings 2,076 1,653 0.9x 0.7x 11.2x 7.0x 5% 17% 8% 11%EVERTEC 1,240 1,828 4.7x 4.6x 12.0x 10.1x 4% 2% 39% 46%Moneygram International 847 1,605 1.1x 1.0x 6.0x 5.7x 6% 6% 18% 17%PayPoint 836 771 3.0x 3.1x 10.6x 10.0x (3%) (4%) 28% 31%Cass Information Systems 734 468 3.7x nm 11.3x nm 3% na 33% naSafeCharge 443 328 3.1x 2.7x 9.5x 8.2x 6% 13% 32% 33%

Trim Mean 6,110 7,433 3.9x 3.5x 14.1x 11.2x 10% 11% 28% 31%Median 4,791 4,946 3.7x 3.2x 13.2x 11.0x 8% 12% 28% 30%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

8x

10x

12x

14x

16x

18x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples[1]

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

230

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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

M&A Payment Tech Index S&P 500

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

11/10/16

Vantiv (NYSE:VNTV) acquired Moneris Solutions, Inc. (the US business of Moneris) for $425mm. Moneris offers credit, debit, wireless and online payment services for merchants in virtually every industry segment and processed approximately $12bn in US transaction volume in 2015.

11/7/16

GTCR (Chicago, IL) acquired RevSpring and committed up to $400mm to complete this as well as pursue complementary acquisitions. RevSpring is a leading provider of multi-channel billing and communications solutions to the healthcare and financial services industries.

10/20/16

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

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

2/23/17

MYOB (ASX:MYO) agreed to acquire Paycorp for AUD48mm (~$37mm). Paycorp is a provider of enterprise payment processing solutions to banks, corporates and industry specific vertical markets. MYOB plans to integrate Paycorp with its corporate accounting solution to offer its clients an integrated solution.

2/14/17

PayPal (NASDAQ:PYPL) agreed to acquire TIO Networks for $233mm, valuing the company at an implied 3.0x LTM revenue and 26.6x LTM EBITDA. TIO processed ~$7bn in bill payments in 2016 for its 14mm customers, throughout its 65,000 retail locations.

2/6/17

Klarna (Stockholm, Sweden) agreed to acquire BillPay for a reported £60mm (~$75mm). This is Klarna’s third acquisition in Germany, following its “acqui-hire” of the team behind peer-to-peer payments app Cookies in 2016 and its acquisition of Sofort in 2013. The acquisition of BillPay will make Germany Klarna’s largest market.

Page 16: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Securities Exchanges

Public Market Data

MARCH 2017

Recent Activity

10x

12x

14x

16x

18x

6.0x

7.5x

9.0x

10.5x

12.0x

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

EV /

EBIT

DA

EV /

Rev

enue

5 Year LTM Revenue & EBITDA Multiples

EV / LTM Revenue EV / LTM EBITDA

80

110

140

170

200

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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

M&A Sec Exchanges Index S&P 500

Company Market Enterprise(USD millions) Cap Value CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E CY2016A CY2017E

CME Group 41,216 40,503 11.3x 10.7x 16.7x 15.1x 8% 5% 67% 71%IntercontinentalExchange (ICE) 34,278 40,285 9.0x 8.7x 14.6x 13.5x 35% 3% 61% 64%Hong Kong Exchange 30,298 28,482 20.0x 17.5x 30.4x 24.7x (14%) 14% 66% 71%Deutsche Börse Group 16,185 17,595 6.3x 6.6x 12.7x 11.5x (5%) (5%) 49% 57%London Stock Exchange (LSE) 13,818 14,490 7.4x 6.8x 15.4x 13.5x (10%) 9% 48% 51%The Nasdaq OMX Group 11,845 14,848 6.5x 6.1x 13.0x 11.8x 20% 7% 50% 51%BM&F Bovespa 9,561 9,996 13.4x 12.2x 21.0x 18.1x 5% 9% 64% 68%Australian Exchange (ASX) 7,603 6,773 9.6x 11.0x 12.4x 14.3x 30% (13%) 78% 77%CBOE 6,344 6,247 9.5x 9.3x 17.5x 16.7x 4% 2% 54% 56%Singapore Exchange (SGX) 5,762 5,281 9.3x 8.9x 17.9x 15.0x (4%) 4% 52% 60%TMX Group 2,917 3,348 5.5x 5.8x 10.0x 10.9x 5% (5%) 55% 53%

Trim Mean 15,077 16,000 9.1x 8.9x 15.7x 14.4x 6% 3% 58% 61%Median 11,845 14,490 9.3x 8.9x 15.4x 14.3x 5% 4% 55% 60%

EV / Revenue EV / EBITDA Revenue Growth EBITDA Margin

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

2/17/17

TMX Group (TSX:X) has agreed to sell its wireless and extranet infrastructure services businesses known as TMX Atrium to Intercontinental Exchange (ICE). Upon closing, TMX Atrium will become part of ICE Data Services, a highly resilient private network purpose-built for the global capital markets. The transaction is expected to be complete by the end of Q1 2017. Marlin & Associates acted as the exclusive financial and strategic advisor to TMX.

1/27/17

BM&FBOVESPA (BOVESPA:BVMF3) acquired an additional 8.6% stake in Bolsa de Valores de Colombia (BVC:BVC) for $15.5mm. Bolsa de Valores manages trading platforms for equities, variable income, fixed income, and standardized derivatives markets in Colombia.

12/24/16 A Chinese consortium acquired a 40% stake in Pakistan Stock Exchange (Pakistan) for $85mm. Pakistan Stock Exchange Limited provides securities exchange services in Pakistan.

Page 17: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Sources: Marlin & Associates, Capital IQ and Public sources. All market and operating data is sourced as of 2/28/17. These companies are asample 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 andmedian 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.

Technology-Enabled Financial Institutions

Public Market Data

Recent Activity

MARCH 2017

10x

13x

16x

19x

22x

25x

28x

2.0x

3.0x

4.0x

5.0x

6.0x

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

EV /

EBT

EV /

Rev

enue

5 Year LTM Revenue & EBT Multiples

Market Cap / LTM Revenue Market Cap / LTM EBT

75

100

125

150

175

200

225

Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17

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

M&A Tech-enabled Fin Institutions Index S&P 500

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

Charles Schw ab 54,190 7.3x 6.3x 18.2x 15.1x 18% 15% 40% 42%TD Ameritrade 20,723 6.2x 5.7x 16.3x 12.2x 4% 9% 38% 47%E*TRADE 9,519 4.6x 4.3x 10.9x 10.3x 17% 5% 42% 42%MarketAxess 7,368 19.9x 17.3x 38.5x 30.3x 22% 15% 52% 57%BGC Partners 4,889 1.9x 1.7x 52.3x 8.7x 2% 11% 4% 20%ICAP 2,752 3.3x 4.1x 11.7x 11.7x na (20%) 28% 35%Interactive Brokers Group 2,532 1.9x 1.6x 3.3x 2.5x (1%) 16% 56% 63%IG Group 2,468 3.9x 4.0x 9.3x 9.1x 18% (4%) 42% 44%LendingClub 2,114 4.2x 3.7x na 41.3x 16% 16% na 9%Monex Group 746 1.9x 1.9x 61.7x na (12%) 3% 3% naInvestment Technology Group 680 1.5x 1.3x na na (12%) 9% na naBinckBank 382 1.3x 1.0x na 47.6x 14% 31% na 2%GAIN Capital 382 1.0x 1.0x 6.4x 4.2x (6%) (1%) 15% 23%On Deck Capital 283 1.6x 1.7x 39.3x na (14%) (10%) 4% na

Trim Mean 4,546 3.3x 3.1x 22.5x 15.9x 6% 7% 29% 32%Median 2,500 2.6x 2.8x 16.3x 11.7x 4% 9% 38% 42%

DateAnnounced Acquirer(s) / Investor(s) Target / Issuer Description

2/23/17

Research Exchange (London, United Kingdom) raised an undisclosed amount in a round of equity funding led by NEX Group (ICAP). RSRCHXchange is a startup that runs an online marketplace for research on stocks. Research Exchange plans to use the proceeds to increase staff and services for asset managers and research providers.

1/12/17

Funding Circle (London, United Kingdom) raised GBP82mm (~$100mm) in its sixth round of funding led by existing investor Accel Partners. The peer-to-peer lending platform has lent £2.5 billion to over 25,000 businesses across Funding Circle's platform to date.

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

Page 18: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Marlin & Associates advises OpenGamma on multinational strategic investment – includingparticipation from JPX

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 CristóbalConde.

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.

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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

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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 Trillion global Over-The-Counter (“OTC”) derivatives market - offering its pricing and risk models via enterprise software as well as via a flexible and cost-effective API. The company quickly attracted financial backing from some of the world’s premier fintech investors including Accel Partners, Firstmark Capital and ICAP, who appreciated the changes occurring in a market that has historically been privately negotiated and loosely regulated, but also one that is moving to become much more regulated and transparent.

In 2016, management and OpenGamma’s board of directors asked Marlin & Associates to advise the firm in an effort to raise additional capital to continue funding the company’s growth. They wanted a new partner to join with existing investors - one that would understand 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.

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CASE STUDIES:

MARCH 2017

received an investment from

Marlin & Associates acted as exclusive strategic and financial

advisor to OpenGamma

London, United Kingdom

Mas NakachiVice Chairman

"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 invaluable to the process.

Page 19: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Marlin & Associates' client, Advise Technologies, acquired by Compliance Solutions Strategies, aportfolio company of CIP Capital

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 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.

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M&A initiated this transaction, advised the Company through all phases of the process from preparation through negotiations, duediligence 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

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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 increasing regulation were converging to create a business opportunity for the right providers. 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 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.

After six years of strong growth, Advise determined that partnering with a financial sponsor would a logical next step in the company’s evolution. That’s when Advise’s management team approached M&A for assistance in finding a partner that would understand their business and their culture and join with them to help accelerate the company’s growth.

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Jeff FaberCOO and CFO

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.

CASE STUDIES:

MARCH 2017

a portfolio company of

New York, NY

Marlin & Associates acted as exclusive strategic and financial

advisor to Advise Technologies, LLC

has been acquired by

New York, NY

Page 20: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

Marlin & Associates' client, M&O Systems, Inc. acquired by Broadridge Financial Solutions, 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 toensure 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 complementBroadridge’s wealth offerings; provide an enhanced career path for M&O’s employees; and offer expanded solutions for M&O’s customers.

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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 exclusivestrategic and financial advisor to the shareholders and managers of M&O.

M&A

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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 years. When he died, his widow, who inherited control of the business, approached M&A for 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 from 8 parties. Ultimately Broadridge Financial Solutions, Inc. (NYSE:BR) was selected as the right partner for the firm, its employees, its customers and its shareowners.Ba

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Michael BrodeurPresident

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.

CASE STUDIES:

MARCH 2017

New York City, NY

Lake Success, NY

Marlin & Associates acted as exclusive strategic and financial advisor to M&O Systems, Inc.

has been acquired by

Page 21: Technology MARKET UPDATE - Marlin & Associates · Technology. MARKET. UPDATE. ... “TMT Advisory Bank of the Year.” ... • 8+ years in investment banking at UBS and Deutsche Bank

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www.MarlinLLC.com

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