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Financial Technology M&A Report December 31, 2018

Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

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Page 1: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

Financial Technology M&A Report

December 31, 2018

Page 2: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

27-Dec-18 Buyer:Visa Inc.(San Francisco, CA) (NYSE: V)---------------------Target:Earthport plc(London, England, UK)(LSE: EPO.L)

Buyer: Visa Inc. operates as a payments technology company worldwide. The Company facilitates commerce through the transfer of value and information among consumers, merchants, financial institutions, businesses, strategic partners, and government entities. It operates VisaNet, a processing network that enables authorization, clearing, and settlement of payment transactions; and offers fraud protection for account holders and assured payment for merchants. In addition, the company offers card products, as well as value-added services.

Target: Earthport Plc (1987) provides clients with access to a cross-border payment network, maintaining local banking partnerships, through which client business is settled directly via local clearing to banked beneficiaries in over 87 countries. The Company’s technology lets users know where their money is at all times. Payments are typically delivered in one day. The Company provides its services to banks and financial institutions, ecommerce companies, money transfer businesses, and payment aggregators. Under British Law, Earthport has status as an Authorised Payments Institution (API), which means it is regulated and governed in much the same way as its bank clients and partners. Earthport has over 200 employees and is headquartered in London with regional offices in New York, Miami, Dubai and Singapore. In the fiscal year ended June 30, 2018, Earthport recorded total revenues of £31.9 million, comprised of core payment business revenues (transaction fees plus FX revenues specifically attached to the payment transaction) of £19.6 million (61%), FX business revenues (spot and forward transactions conducted for customers separately from the core payments business) of £10.2 million (32%), and professional services revenues of £2.1 million (7%). The Company’s gross margin was £20.3 million (64%). EBITDA equaled -£6.7 million.

Deal Rationale: The transaction complements Visa’s payment solutions,

Terms: The boards of Visa International Service Association (Bidco) and Earthport have reached agreement on the terms of a recommended all cash offer of 30 pence in cash per share for the entire issued and to be issued ordinary share capital of Earthport by Bidco, a wholly-owned direct subsidiary of Visa. The offer price represents a premium of about 250% over the 6-month volume weighted average price of 8.6 pence per Earthport share through December 24, the last business day before the date of the announcement. The aggregate purchase price equals approximately £198 million on a fully diluted basis. Estimated Enterprise Value equals the purchase price (£198 million) less cash at June 30, 2018 (£28.3 million) plus debt (nil), or approximately £170 million.

BCORP

P S/SER £170.0 5.3x neg. neg.

18-Dec-18 Buyer:TransferMate Limited(Kilkenny, Ireland)--------------Target:Devisenwerk AG(Lachen, Switzerland)

Buyer: TransferMate Limited (2010) provides an online cross-border B2B payments platform. Users can make a payment, locking-in exchange rates at live market rates, by transferring funds to a TransferMate bank account, which is designated as a client account, in the payor’s home country. TransferMate then transfers the funds to the payee. The platform is integrated with various backend accounting systems, including Intuit, MYOB, Sage, NetSuite, SAP Business One and Xero. Allied Irish Bank (“AIB”) invested €30 million for a minority stake in TransferMate in 2017. AIG also entered into a strategic partnership with TransferMate aimed at providing Irish businesses access to TransferMate’s payment platform. ING Group N.V. invested €21 million for a minority stake in 2018. ING also entered into strategic partnerships which makes TransferMate services available to all SME and corporate clients of ING.

Target: Devisenwerk AG offers an online cross-border payment platform. The company caters to automotive, e-commerce, metal and electronics, and transport and logistics sector.

Deal Rationale: The transaction gives TransferMate entry into the Swiss market.

Terms: TransferMate Limited has acquired Devisenwerk. Financial terms were not disclosed.

CORP P S/SER - - - -

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

Page 3: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

18-Dec-18 Buyer:Class Valuation (formerly Class Appraisal, LLC)(Troy, MI)--------------Target:Landmark Network, Inc.(Van Nuys, CA)

Buyer: Class Valuation (2009), formerly Class Appraisal, LLC (2009), an appraisal management company (“AMC”), is a nationwide provider of real estate asset valuation and appraisal management solutions to the residential mortgage industry. The Company offers residential appraisals nationwide, 24/7 access for ordering and tracking, experienced support staff, a network of state-certified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance. Narrow Gauge Capital, a Boston-based private equity firm, acquired Class Appraisal in March 2018. Class Appraisal was founded in 2009 and changed its name to Class Valuation in December 2018.

Target: Landmark Network, Inc. (2007) is an appraisal management company (“AMC”) with a specialization in reverse mortgages. The Company offers reverse mortgage appraisals, appraisal review products, alternative valuation products, and occupancy verification services. Landmark also offers Landscape, an appraisal vendor management platform that enables lenders to manage appraisal workflow in-house.

Deal Rationale: Through the acquisition, Class expands into the reverse mortgage market.

Terms: Class Valuation has acquired Landmark Network, Inc. Terms were not disclosed.

M A S/SER - - - -

12-Dec-18 Buyer:Temenos Group AG(Geneva, Switzerland)(SIX: TEMN)---------------------------Target:Avoka Technologies Pty, Ltd.(Manly, Australia)

Buyer: Temenos (1993) offers software that manages financial institutions’ front, middle and back office activities, including retail, private, corporate and commercial banking (including e-banking), treasury and investment, fund and asset management, trade finance and risk management. Temenos has two core banking systems that cover core functions such as deposit-taking, lending and Internet banking. TEMENOS T24 (T24), supports Retail, Corporate & Correspondent, Universal, Private, Islamic and Microfinance & Community banks globally. TEMENOS Corebanking (TCB) is aimed at the world’s largest retail banks (+10m accounts). Temenos has 64 offices in 41 countries and more than 2,000 customers in more than 150 countries.

Target: Avoka (2002) provides digital omni-channel customer acquisition and onboarding software solutions that serve retail, corporate and wealth banking segments. Its software helps banks increase new account openings, shorten customer onboarding time, decrease abandon rates and increase cross-sales. The Avoka Transact platform, through open APIs, offers plug and play integration to a catalogue of third-party Fintech services as well as CRM, fraud detection, risk, identity verification and analytics platforms. Avoka’s Transact Manager module, which is the heart of the platform, manages the end-user experience for account opening, onboarding and account servicing and submits a complete application package to the back-office systems of record. Avoka targets top tier and mid-market banks and has 85 customers in Europe, Australia and the U.S. Avoka generated revenues of approximately $34 million in the fiscal year ended June 30, 2018. The Company projects revenue growth of about 50% in fiscal year 2019, which would result in revenues of around US$ 50 million. The Company expects that 50% of revenue in 2019 will be comprised of recurring SaaS product revenues.

Deal Rationale: The transaction enhances Temenos’ Digital Front Office product and strengthens Temenos position in the U.S. market.

Terms: Temenos Group AG has agreed to acquire Avoka Technologies Pty, Ltd. for $US 245 million, subject to regulatory approvals.

*The EV/Revenue multiple above and to the right assumes LTM revenues of $40 million through December 31, 2018. Revenues for FYE June 30, 2018 were $34 million. Projected revenues for FYE June 30, 2019 are $50 million.

B IB S/SER 6.1x* - - -

Page 4: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

11-Dec-18 Buyer:Motive Partners(London, England, UK)(New York, NY, US)------------------Target:Finantix S.p.A.(Venice, Italy)

Buyer: Motive Capital Management, LLC (2016) is a private equity firm focused on financial technology companies. Motive has an investment in Switzerland-based Avaloq, a Switzerland-based provider of core banking software, digital technology and business process as a service for banks and wealth manager.

Target: Finantix is a provider of technology that enables banks, wealth managers and insurance companies to digitize their multi-channel and omni-device strategy. More specifically, the Company offers a suite of software components, accelerators, APIs and engines that collectively support the digitalization of sales, onboarding, advisory services, products origination, services and transactions throughout the client life-cycle and across channels and devices for mass affluent to ultra-high net worth clients. By offering components-based solutions that slot into a company’s existing infrastructure, Finantix helps financial service companies accelerate their transition to digital. Finantix has more than 250 employees in 7 cities and a customer base in more than 45 countries. Customers include Rothchild Bank, Crossbridge Capital and DBS Bank.

Terms: Motive Partners has acquired a control position in Finantix S.p.A. Finantix’s founders and management team will continue to lead the Company. Financial terms were not disclosed.

B IB S/SER - - - -

05-Dec-18 Buyer:CUNA Mutual Holding Company (dba CUNA Mutual Group)(Madison, WI)-------------------Target:Mirador Financial, Inc.(Portland, OR)

Buyer: CUNA Mutual Holding Company is a mutual insurance holding company. CUNA Mutual Group is the dba for the holding company and its subsidiaries and affiliates. CUNA Mutual provides insurance and financial services to credit unions and their members. It offers credit union protection products, such as bond, business auto, collateral protection, cyber and security incident, management and professional liability, mortgage insurance, plastic card, property and business liability, and workers compensation solutions. The Company also offers investment solutions, including annuities, mutual fiduciary consulting services, commercial mortgage loans, brokerage services, and capital advisory services; employee benefits, such as 401K and retirement plans; and insurance programs, including AD&D, auto and home, health, and life insurance. In addition, it provides lending solutions, such as credit insurance, debt protection, guaranteed asset protection, lender development program, loan generation marketing, document, online lending, mechanical repair coverage, and mortgage payment protection solutions.

Target: Mirador (2013) provides a digital, small business lending platform for banks, credit unions and other small business lenders. The platform is designed primarily for term loans and lines of credit of up to $250,000, but also handles commercial real estate loans, business credit cards, equipment purchase loans and SBA loans. It supports the entire lending process from loan application through loan application routing, credit decisioning, application tracking and business reporting. The platform utilizes machine learning and predictive technology that enables commercial lenders to better assess risk and minimize loss rates. Mirador also provides the Mirador Network, a digital lending marketplace that connects small businesses with lending options. In November 2014, Mirador closed a seed round in the amount of $2 million with investors consisting of Collaborative Fund, Crosslink Capital, Vesta Corporation, Wicklow Capital and angels. In November 2015, Mirador closed a Series A round of financing in the amount of $7 million with Core Innovation Capital (lead), Nyca Partners, Jump Capital and certain seed investors. In August 2017, Mirador received an investment from CMFG Ventures in an undisclosed amount.

Deal Rationale: The acquisition complements CUNA Mutual’s existing portfolio of lending solutions. The transaction immediately follows CUNA Mutual November 30, 2018 acquisition of Compliance Systems Inc., a provider of technology that enables financial institutions to produce loan and deposit documentation. CUNA Mutual Group became a minority investor in Mirador through its venture capital entity, CMFG Ventures, LLC, in August 2017.

Terms: CUNA Mutual Group has acquired Mirador Financial, Inc. Terms were not disclosed.

B LEND S/SER - - - -

Page 5: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

03-Dec-18 Buyer:NXTsoft, LLC(Birmingham, AL)--------------------Target:Echo Partners, LLC(Cordova, TN)

Buyer: NXTsoft, formerly BankerAdvice, delivers risk management solutions to community banks. NXTsoft’s business units include BankerAdvice, an online exchange that provides banks with vendor information, such as product details, pricing and peer reviews, and allows banks to request RFPs; FIMAC Solutions, which provides risk analytics and asset/liability management systems; Springhouse Compliance, which provides compliance and auditing solutions; and ThreatAdvice, which provides cybersecurity education, awareness and intelligence solutions. NXTsoft was founded David Brasfield.

Target: Echo Partners LLC provides deposit profitability analytics, a deposit studies solution, and interest rate risk consulting services for community banks.

Deal Rationale: Through the acquisition, NXTsoft adds to its suite of risk management solutions.

Terms: NXTsoft, LLC has acquired Echo Partners, LLC.

B D&A S/SER - - - -

03-Dec-18 Buyer: Q2 Holdings, Inc.(Austin, TX)(NYSE: QTWO)-----------------Target:Gro Solutions, Inc.(Atlanta, GA)

Buyer: Q2 Holdings, Inc. (2005) provides secure cloud-based digital banking solutions to regional and community financial institutions (RCFIs) in the U.S. It offers Q2online, a browser-based digital banking solution; Q2 Sentinel, a security analytics solution; Q2 Corporate, a solution that helps RCFIs attract and retain larger commercial accounts; and Q2 SMART, a targeting and messaging platform; Q2 Account Opening, which allows customers to set up checking and savings accounts online; Q2mobility App, a mobile and tablet digital banking solution; Q2mobile Remote Deposit Capture, a partnered solution that allows remote check deposit capture; Q2 P2P, a partnered person-to-person payments solution; Q2voice, a voice-based solution for telephones; and Centrix Exact/Transaction Management System, a fraud prevention tool, among other things.

Target: Gro Solutions, Inc. (2015) provides a digital sales platform for banks and credit unions. The Gro platform enables financial institutions to make personalized recommendations and cross-sell products, including deposit accounts and loans, to retail and business clients. The Company’s flagship product, Gro Checkout, is a digital account opening solution that works across multiple channels (branch, online or mobile) and allows customers to begin the account opening process in one channel and complete it in another. The Company also offers Gro Funnel, a solution that connects customer data in a bank’s core and third-party banking systems to CRM and marketing solution to produce targeted marketing campaigns. Gro Funnel integrates with leading CRM and marketing automation solutions such as Salesforce and Pardot. Further, the Company offers Gro Business, a digital account opening solution for a bank’s business customers. Gro has approximately 60 customers. Gro Solutions raised $4.25 million in one round in March 2017 from TTV Capital (lead), BIP Capital, C&B Capital and BLH Venture Partners.

Deal Rationale: The acquisition adds to the tools Q2 offers banks and credit unions to help them increase engagement in the digital channel and drive revenue growth. This transaction follows Q2’s acquisition of Cloud Lending, a cloud-based lending platform, in August 2018. Both companies’ products fit with Q2’s digital banking platform.

Terms: Q2 Holdings, Inc. has acquired Gro Solutions. Terms were not disclosed.

B IB S/SER - - - -

Page 6: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

30-Nov-18 Buyer:CUNA Mutual Holding Company (dba CUNA Mutual Group)(Madison, WI)-------------------Target:Compliance Systems Inc.(Grand Rapids, MI)

Buyer: CUNA Mutual Holding Company is a mutual insurance holding company. CUNA Mutual Group is the dba for the holding company and its subsidiaries and affiliates. CUNA Mutual provides insurance and financial services to credit unions and their members. It offers credit union protection products, such as bond, business auto, collateral protection, cyber and security incident, management and professional liability, mortgage insurance, plastic card, property and business liability, and workers compensation solutions. The Company also offers investment solutions, including annuities, mutual fiduciary consulting services, commercial mortgage loans, brokerage services, and capital advisory services; employee benefits, such as 401K and retirement plans, executive benefits, total benefits prefunding, charitable donation accounts, employee group benefits, and education and training services; and insurance programs, including AD&D, auto and home, health, and life insurance. In addition, it provides lending solutions, such as credit insurance, debt protection, guaranteed asset protection, lender development program, loan generation marketing, document, online lending, mechanical repair coverage, and mortgage payment protection solutions.

Target: Compliance Systems Inc. provides technology that enables financial institutions to produce loan and deposit documentation that is compliant with state and federal regulations. The Company’s cloud-based software system handles deposit (IRA, HAS and ESA), consumer, commercial, home equity and mortgage transactions. The software enables users to design compliant documents that match their specific requirements. In addition, the software performs transactional analysis that ensures that all required data is present and validated for each transaction. Compliance Systems’ in-house legal team monitors more than 14,500 citations daily in order to ensure that documentation is compliant with the latest changes in state and federal regulations. The Company provides a $1 million guarantee that documents produced with its software are compliant.

Deal Rationale: The acquisition will enable CUNA Mutual to modernize its existing document services, LOANLINER Documents.

Terms: CUNA Mutual Group has acquired Compliance Systems Inc. Terms were not disclosed.

B DOC S/SER - - - -

Page 7: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

21-Nov-18 Buyer: Radian Group Inc.(Philadelphia, PA)(NYSE: RDN)-----------------Target:Independent Settlement Services, LLC(Pittsburgh, PA)

Buyer: Radian Group Inc. (“RDN”) (1977) provides mortgage and real estate products and services. The Mortgage Insurance segment provides credit-related insurance coverage, principally through private mortgage insurance, as well as other credit risk management solutions to mortgage lending institutions nationwide. The Company provides its mortgage insurance products mainly through its wholly-owned subsidiary, Radian Guaranty. The Services segment is a fee-for-service business that offers a broad array of services to market participants across the mortgage and real estate value chain. These services are comprised of mortgage services and real estate services that provide mortgage lenders, financial institutions, mortgage and real estate investors and government entities, among others, with information and other resources and services that are used to originate, evaluate, acquire, securitize, service and monitor residential real estate and loans secured by residential real estate. Mortgage services include transaction management services such as loan review, RMBS securitization and distressed asset reviews, servicer and loan surveillance and underwriting. Real estate services include REO asset management; review and valuation services related to single family rental properties; real estate valuation services; real estate brokerage services; and title and settlement services that include title search, settlement and closing services. RDN provides its Services products and services primarily through Clayton and its subsidiaries, including Green River Capital, Red Bell, ValuAmerica and Entitle Direct Group.

Target: Independent Settlement Services, LLC (2005) provides national appraisal and title management services in all 50 states. The Company’s proprietary vendor management and settlement services technology platform, Vendor Information Bridge (“VIBe”), enables its customers to access a nationwide vendor network and to manage the ordering and delivery of products and services. Customers consist of lenders, appraisers, mortgage loan servicers, due diligence firms and appraisal management companies.

Deal Rationale: The transaction is consistent with RDN’s growth and diversification strategy and complements RDN’s prior acquisition of ValuAmerica and Entitle Direct Group.

Terms: Radian Group Inc. has acquired Independent Settlement Services, LLC. Terms were not disclosed.

M VENDOR S/SER - - - -

Page 8: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

20-Nov-18 Buyer:Temenos Group AG(Geneva, Switzerland)(SIX: TEMN)---------------------------Target:NuoDP(Cambridge, MA)

Minority Investment

Buyer: Temenos (1993) offers software that manages financial institutions’ front, middle and back office activities, including retail, private, corporate and commercial banking (including e-banking), treasury and investment, fund and asset management, trade finance and risk management. Temenos has two core banking systems that cover core functions such as deposit-taking, lending and Internet banking. TEMENOS T24 (T24), supports Retail, Corporate & Correspondent, Universal, Private, Islamic and Microfinance & Community banks globally. TEMENOS Corebanking (TCB) is aimed at the world’s largest retail banks (+10m accounts). Temenos has 64 offices in 41 countries and more than 2,000 customers in more than 150 countries.

Target: NuoDB provides an enterprise-class, distributed relational SQL database that runs in the cloud. The Company’s peer-to-peer architecture ensures that database services can be natively distributed across multiple nodes, data centers, and even clouds without the complexity, expense and additional software that traditional relational databases require. This means that a bank’s always-on application can benefit from an “active-active” database on premises, in the cloud, or in a hybrid deployment, while maintain ACID guarantees and serving up data at in-memory speeds. NuoDB’s active-active capabilities enable applications to actively read and write to up to three data centers or Availability Zones at the same time, even in a hybrid cloud or multi-cloud environment. NuoDB was founded in 2008 as Nimbus DB and changed its name in 2011. Clients include Dassault Systèmes and UAE Exchange.

Deal Rationale: The partnership will enable banks to easily migrate Temenos banking software products to multiple cloud databases, such as Microsoft Azure and Amazon Web Services (AWS), in order to mitigate the risk of downtime, enable cloud-to-cloud backup and reduce operational coats. The partnership is in keeping with Temenos’ open strategy to work with all database vendors that are able to answer the demands of scale in the cloud.

Terms: Temenos has made a minority investment in NuoDB. Along with the investment, Temenos has entered into a Technology Partner Agreement with NuoDB. Financial terms were not disclosed.

B DB S/SER - - - -

20-Nov-18 Buyer:MFM Investment Ltd (dba Moneyfarm)(London, England, UK)---------------Target:Vaamo Finanz AG(Frankfort, Germany)

Buyer: Moneyfarm is an independent financial services provider that provides digital wealth management services in the U.K. and Italy. Moneyfarm uses a blend of algorithmic-based investment advice backed by a team of consultants. The Company’s customer base consists of 27,000 active retail investors. Moneyfarm raised £60 million in capital from Allianz Global Investors, UK private equity firm, Cabot Square Capital, and Venture Capital fund, United Ventures.

Target: Vaamo Finanz AG (2013) offers digital wealth management services to individuals. It provides online automated investment solutions and financial advice. The company also provides an application software to track the investment records. Customers include German challenger banks N26 and 1822direkt. The company launched its goal saving app at FinovateEurope 2014 in London. The company has raised €2.500,000 in a seed round from Route 66 Ventures and €450,000 in an angel round, for total funding of €2.950,000 (Crunchbase).

Deal Rationale: The transaction expands Moneyfarm into a third market (Germany) and strengthens its position as a pan-European investment advisor.

Terms: Moneyfarm has acquired Vaamo. Terms were not disclosed.

B PFM S/SER - - - -

Page 9: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

06-Nov-18 Buyer:Black Knight, Inc.(Jacksonville, FL)(NYSE: BKI)------------------Target:Ernst Publishing Co.(Philadelphia, PA)

Buyer: Black Knight, Inc. (2013) provides software, data, and analytics solutions to the mortgage and consumer loan, real estate, and capital market verticals primarily in the U.S. It operates through two segments, Software Solutions and Data and Analytics. The Software Solutions segment offers software and hosting solutions that support loan servicing, loan origination and settlement services. The Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation, and multiple listing service solutions.

Target: Ernst is a provider of technology and closing cost data for the real estate and home finance industries.

Deal Rationale: Black Knight augments its existing fee engine with Ernst's capabilities, including recording fees, transfer taxes, inspection fees, property taxes and title premium fees to create a unified access point for all fee-related needs. Black Knight will integrate Ernst’s fee suite with its own origination solutions suite, which includes loan origination software (Empower and LendingSpace) and regulatory compliance and eClosing capabilities. Black Knight will offer the technology and data to companies who do not currently use Empower and LendingSpace and will continue to work with Ernst's current industry partners and clients.

Terms: Black Knight, Inc. has acquired Ernst Publishing Co. LLC. Terms were not disclosed.

M D&A S/SER - - - -

05-Nov-18 Buyer:Tieto Oyj(Espoo, Finland)(NASDAQ OMX: TIETO.HE)-----------------Target:Meridium AB(Kalmar, Sweden)

Buyer: Tieto Oyj (1968) operates as a consulting, software and services company in Finland and internationally. The Company offers digital experience and consulting, which consist of business consulting in the area of digital transformation; industry solutions and software for the construction, education, energy and financial services industry; software R&D services; cloud transformation via the Tieto OneCloud, which combines multiple cloud solutions into one managed portfolio; AI and data-based solutions and tools; and managed services. In the financial services vertical, Tieto offers solutions for consumer and corporate lending, leasing and finance, payments and capital markets, among other things. Tieto employs around 15,000 experts in 19 countries. The Company recorded revenues of EUR 1.6 billion for the fiscal year ended December 31, 2017.

Target: Meridium AB (2002) offers web solutions, including strategy, design, development, and management. The Company employs about 60 digital experience professionals.

Deal Rationale: Digital customer experience is one of Tieto’s strategic growth areas. Tieto provides customers the whole customer experience spectrum including digital strategy and design, eCommerce and online services, digital marketing systems, advanced analytics and data science. With Meridium, a focused player in the Swedish market with Episerver technology as its core, Tieto strengthens its position as a leading partner in the customer experience area in the Nordics. In addition, Tieto strengthens its presence in Sweden. Tieto now has more than 500 customer experience specialists.

Terms: Tieto Oyj has acquired Meridium AB. Terms were not disclosed.

B CRM S/SER - - - -

Page 10: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

05-Nov-18 Buyer:Credit Karma, Inc.(San Francisco, CA)----------------------Target:CallCredit Consumer Limited (dba Noodle)(Leeds, England, UK)----------------------Seller:TransUnion(Chicago, IL)(NYSE: TRU)

Buyer: Credit Karma (2007) is a technology company, best known for providing more than two billion free credit scores to consumers. The company has more than 80 million members in the U.S. and Canada, including almost half of all millennials. Credit Karma offers a suite of products that help its members make financial progress, that includes tools for monitoring and improving credit health, preparing and filing income taxes, monitoring identity---all for free. In addition, Credit Karma leverages advanced machine learning to match its members with the best financial products for their unique financial profile, and those that they are likely to be approved for. Credit Karma has originated more than $40 billion in credit products including credit cards, personal loans, mortgages, automotive financing, and student loan refinancing. The company gets paid by its partners when a consumer accepts a product offer through Credit Karma. In 2015, Credit Karma raised an estimated $310 million at a valuation of approximately $3.1 billion from investors including Brookside Capital and Bain Capital Ventures, according to PitchBook. In 2018, Silver Lake has agreed to acquire a significant minority stake in Credit Karma through the acquisition of common stock from existing equity holders for approximately $500 million. The $500 million transaction was at an EV of approximately $4 billion (PitchBook).

Target: CallCredit Consumer Limited (dba Noodle) provides free, unlimited access to credit scores and reports to people in the U.K. The Company has approximately 4 million members. Noodle generates revenue by selling financial products, such as credit cards to its members, and thereby earning commissions. Noodle has 35 employees in London and Leeds. CallCredit information Group, Ltd. is Noodle’s direct parent company. TransUnion acquired CallCredit from GTCR in June 2018.

Deal Rationale: Through the transaction, Credit Karma expands beyond North America.

Terms: Credit Karma, Inc. has agreed to acquire Noddle from TransUnion. Financial terms were not disclosed.

B LEAD S/SER - - - -

30-Oct-18 Buyer: Even Financial, Inc.(New York, NY)----------------Target: Birch Finance, LLC(San Jose, CA)

Buyer: Even Financial (2015) provides a search, comparison and recommendation engine platform for financial services companies. The platform is made available via an API that connects financial services providers (such as Prosper, Lending Club and Marcus by Goldman) who are looking to distribute their product digitally to third parties (such as Credit.com, The Penny Hoarder, TransUnion and Empower) who are looking to monetize their audiences. Even has more than 150 third party partners. The platform accesses, verifies and enhances consumer data in order to create profiles that enable financial services companies to match consumers with their products in real-time. The Company raised $18 million in capital in a Series A round in 2018 from investors including GreatPoint Ventures, Goldman Sachs, Canaan Partners, F-Prime Capital, Lere Hippeau. The Company raised $6.2 million in a seed round in 2015 from American Express Ventures, Arab Angels, Plug and Play Ventures and Valuestream Ventures.

Target: Birch Finance (2015) offers a mobile and web application that helps consumers shop for credit cards. Birch’s core recommendation engine analyzes a consumer’s spending habits and recommends 3 new credit cards from a universe of more than 100 reward-earning cards in order to maximize rewards. The consumer logs in to his Birch account with his bank credentials. Birch creates a secure connection with each bank account and synchs transactions across all accounts. The consumer gets insights into spending habits and tips on how to earn more rewards. Birch raised $1 million in 2 rounds according to Crunchbase.

Deal Rationale: The acquisition expands Even’s offerings within the credit card space.

Terms: Even Financial has acquire Birch Finance. Terms were not disclosed.

B LEAD S/SER - - - -

Page 11: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

23-Oct-18 Buyer:Sopra Banking Software SA(Annecy-le-Vieux)

A subsidiary of:

Sopra Steria(Paris, France)(Paris: SOP)---------------Target:Sword Apak--------------Seller:Sword Group S.E.(Luxembourg City, Luxembourg)(Paris: SWP)

Buyer: Sopra Steria was formed through the merger of Sopra and Steria in 2014. Sopra Steria Group engages in the consulting, systems integration, IT infrastructure management, cybersecurity, business solutions, and business process service businesses primarily in France, the U.K., and internationally. The Company’s Business Solutions segment provides packaged solutions in three areas: Banking via Sopra Banking Software, Human Resources via Sopra HR Software and Property Management. Sopra Banking Software’s two flagship offerings are Sopra Banking Amplitude, a broad offering for emerging markets and mid-sized banks; and Sopra Banking Platform, which provides a comprehensive and robust solution in mature markets through a blend of components based on a service-oriented architecture. Amplitude has a significant user base across French-speaking Africa. In addition to its software offering, Sopra Banking Software offers deployment, support and training services.

Target: Sword Apak (1979), which was acquired by Sword Group in 2007, develops specialized lending solutions for car loans and asset finance. Its flagship offering, Wholesale Finance System (WFS), is a vehicle fleet and inventory financing solution for car dealers. Sword Apak currently has more than 100 clients, including major international banking groups and carmakers’ captive finance companies. The Company also offers the Aurius core banking system, which has just a handful of small bank customers in the U.K. In 2017, Sword Apak posted revenue of €27.5 million and EBITDA of €7.1 million.

Seller: Sword Group (2000) is an international consulting, IT services and software company operating in Europe, North America, the Oceania, and Asia.

Deal Rationale: This transaction strengthens Sopra Banking Software’s position in the asset finance software market and complements the offering of its Cassiopae subsidiary. Sopra acquired Cassiopae in 2016. Over the last decade, Sopra Group has grown its banking software business thought acquisitions. In 2011, it bought France-based Delta Informatique and its core banking system (Delta-Bank), which is now known as Sopra Banking Amplitude. In 2012, Sopra Group purchased the core banking software vendor, Belgium-based Callatay & Wouters and its flagship product (Thaler) which is now known as Sopra Banking Platform.

Terms: Sopra Steria has acquired, through its subsidiary Sopra Banking Software, 100% of Sword Apak from Sword Group. Terms were not disclosed.

B LEND S/SER - - - -

Page 12: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

22-Oct-18 Buyer:Kony, Inc.(Austin, TX)-------------Target:Pivotus Ventures(Menlo Park, CA)------------Seller:Umpqua Holdings Corporation(Portland, OR)(NASDAQ: UMPQ)

Buyer: Kony Inc. (2007), a cloud-based enterprise mobility solutions company, offers various mobile software applications across an array of devices and systems. The Company offers the Kony AppPlatform, a low-code platform that supports the entire application software development lifecycle (SDLC) and enables businesses to define, design, build, integrate, deploy and manage mobile apps on their own; Kony AppVantage, a custom offering that gives customers the option of (a) having Kony build a custom solution for them on Kony’s application development platform or (b) choosing from Kony’s pre-built packaged apps and components and having Kony assemble them into custom applications; Kony DBX, a digital banking experience platform and application suite for banks and credit unions. In May 2017, Diebold Nixdorf acquired a minority equity stake in Kony Inc. in conjunction with the formation of a strategic partnership to deliver a white label mobile application suite for banks and retailers. The size of the investment was not disclosed. Kony had raised $115.5 million in seven funding rounds prior to the Diebold financing, according to Crunchbase. Investors include Insight Venture Partners, SoftBank Capital, Telstra Ventures, Georgian Partners, Delta-V and Hamilton Lane.

Target: Pivotus, Inc. (2015), a subsidiary of Umpqua Holdings Corporation, was formed by Umpqua in 2015 as an innovation incubator to develop, test, and deliver banking solutions for Umpqua and collaborating financial institutions. Now a software company, Pivotus offers the Engage platform, which enables a bank customer to select a dedicated banker based on the customer’s own criteria and to interact with the banker through chat capabilities. Interaction via chat is an alternative to meeting in a bank branch, scheduling a telephone meeting or connecting with a call center. Engage enables financial institutions to deliver a more human experience in a digital banking environment.

Seller: Umpqua Holdings Corporation is the parent company of Umpqua Bank, an Oregon-based banks with locations in Oregon, Washington, California, Idaho and Nevada.

Deal Rationale: Through the acquisition, Kony will enhance its DBX portfolio of digital banking applications for banks and credit unions. Pivotus will become part of the Kony DBX business and Pivotus Engage will be renamed Kony DBX Engage.

Terms: Kony, Inc. has signed a definitive agreement to purchase the assets of Pivotus, Inc. from Umpqua Holdings Corporation. Terms of the transaction were not disclosed.

B IB S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

16-Oct-18 Investor:Fidelity National Information Services, Inc. (“FIS”)(Jacksonville, FL)(NYSE: FIS)-------------Target:Zenmonics Inc.(Charlotte, NC)

Minority Investment

Buyer: FIS (1968) is a global provider of financial services technology, with a focus on retail and institutional banking, payments, asset and wealth management, risk and compliance, and outsourcing solutions. It operates through Integrated Financial Solutions and Global Financial Solutions segments. The Integrated Financial Solutions segment offers core processing and ancillary applications; digital solutions, including Internet, mobile, and e-banking; fraud, risk management, and compliance solutions; electronic funds transfer and network services; card and retail solutions; corporate liquidity and wealth management services; item processing and output services; government payments solutions; and e-payment solutions. The Global Financial Solutions segment provides capital markets, asset management, and insurance solutions, as well as banking and payments solutions to financial institutions, such as securities processing and finance, global trading, asset management and insurance, and retail banking and payment services. FIS serves more than 20,000 clients in over 130 countries and has more than 52,00 employees.

Target: Zenmonics, Inc. (2007) is a global provider of omnichannel customer experience (CX) platform, channelUNITED, that supports all channels in a financial institution on a single platform. channelUNITED can be deployed with any core system and spans all self-service and assisted channels, thereby enabling complete digital transformation. channelUNITED provides fully featured, ready-for-production applications for account opening, consumer digital (online and mobile), enterprise sales and service (branch and contact center), account origination (customer and bank facing), teller and contact center (CTI integration).

Deal Rationale: Zenmonics has had a strategic partnership with FIS. The investment will enable Zenmonics to continue to improve its product offering and to extend its reach in the market.

Terms: FIS has made a minority investment in Zenmonics. Terms were not disclosed.

B IB S/SER - - - -

09-Oct-18 Buyer: BankerAdvice LLC(Birmingham, AL)----------------Target:FIMAC Solutions, LLC(Greenwood Village, CO)

Buyer: BankerAdvice provides a platform that helps financial institutions find the appropriate solutions in the areas of compliance, technology and cyber security by providing vendor information, product details, pricing and peer reviews.

Target: FIMAC Solutions (2004) provides risk analytics and asset/liability management systems to financial institutions. The Company offers the Risk Analytics ALM Model, which provides financial institutions with an understanding of how changes in interest rates affect cash flows on balance sheet instruments, earnings and capital. FIMAC also offers add-ons to the Risk Analytics ALM Model consisting of Balance Sheet Manager, which lets financial institutions create unlimited “what-if” scenarios; and Cash Sources and Uses, a liquidity add-on that allows users to incorporate their own operational and contingency cash flow assumptions into each stress scenario. Further, FIMAC offers Credit Stress Analytics, a model that allows financial institutions to stress test one loan at a time, a sector of loans or an entire portfolio. The Company has approximately 400 bank and credit union customers and 14 employees.

Deal Rationale: FIMAC product suite will complement BankerAdvice’s solutions.

Terms: BankerAdvice has acquired FIMAC Solutions, LLC. Financial terms were not disclosed.

B D&A S/SER - - - -

Page 14: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

08-Oct-18 Buyer:Jack Henry & Associates, Inc. (“JKHY”)(Monett, MO)(NASDAQ: JKHY) ----------------------Target:BOLTS Technologies, Inc. (Bethlehem, PA)

Buyer: Jack Henry & Associates, Inc. (1976) is a provider of core information processing solutions for community banks. The Company’s products and services include processing transactions, automating business processes, and managing information for over 9,000 financial institutions and diverse corporate entities. JHA provides its products and services through three business brands: Jack Henry Banking, a leading provider of integrated data processing systems to approximately 1,080 banks ranging from community banks to multi-billion dollar institutions with assets of up to $50 billion; Symitar, a leading provider of core data processing solutions for credit unions of all sizes, with approximately 820 credit union customers; ProfitStars, a leading provider of highly specialized core agnostic products and services (such as payments processing, information security and online and mobile solutions) to financial institutions that are primarily not core customers of the Company.

Target: BOLTS (2014) provides boltsOPEN, an online and mobile deposit account opening solution for banks and credit unions. Businesses and consumers can fund new deposit accounts through mobile deposits, ACH, credit cards or debit accounts. The software allows existing and new accountholders to open multiple accounts in a single session. In addition, boltsOPEN facilitates and promotes cross-selling by enabling the bundling of multiple products and services. boltsOPEN provides ID verification, CIP (Customer Identification Program), OFAC check and account abuse checks. A rules-based administration platform allows customization and administration without technical support.

Deal Rationale: The transaction will enhance JKHY’s account origination capabilities. In addition, the deal complements JKHY’s 2017 acquisition of Vanguard Software, a provider of an end-to-end commercial loan lifecycle management software application. Jack Henry plans to sell boltsOPEN to bank and credit union customers which use Jack Henry core software and, through its ProfitStars division, to non-core clients. Jack Henry will integrate boltsOPEN with Banno, its mobile software.

Terms: Jack Henry & Associates, Inc. has acquired BOLTS Technologies, Inc. Terms were not disclosed.

B IB S/SER - - - -

04-Oct-18 Buyer:Intercontinental Exchange, Inc. (ICE)(Atlanta, GA)(NYSE: ICE)-----------------Target:Merscorp Holdings, Inc.(Reston, VA)

Buyer: Intercontinental Exchange (ICE) operates the leading network of global futures, equity and equity options exchanges, as well as global clearing and data services across financial and commodity markets. The New York Stock Exchange is the world leader in capital raising, listings and equities trading. Trademarks of ICE and/or its affiliates include Intercontinental Exchange, ICE, ICE block design, NYSE and New York Stock Exchange, Interactive Data and Trayport.

Target: Merscorp Holdings, Inc. is a privately held corporation that owns and manages a national electronic registry called the MERS System that tracks changes in mortgage servicing rights and beneficial ownership interests in loans secured by residential real estate. It is a member-based organization made up of thousands of lenders, servicers, sub-servicers, investors and government institutions. Mortgage Electronic Registration Systems, Inc. (MERS), a wholly owned subsidiary of Merscorp Holdings, acts as the mortgagee in the land records for loans registered on the MERS® System, and is a nominee (or agent) for the owner (the lender and its successors and assigns) of the promissory note. In order to originate a loan with MERS as the original mortgagee, the originator must be a MERS System Member.

Deal Rationale: For ICE, the transaction complements its data and technology expertise in diverse unregulated markets. For Merscorp, ICE’s investment of capital and resources will enhance the effectiveness and efficiency of MERS. ICE will rebuild the MERS infrastructure.

Terms: Intercontinental Exchange (ICE), which already owned a majority stake in Merscorp Holdings, has acquired the remaining equity. ICE acquired a majority equity position in Merscorp Holdings in June 2016. Terms were not disclosed.

M D&ASETTLE

S/SER - - - -

Page 15: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

01-Oct-18 Buyer:Jack Henry & Associates, Inc. (“JKHY”)(Monett, MO)(NASDAQ: JKHY) ----------------------Target:Agiletics, Inc.(Longwood, FL)

Buyer: Jack Henry & Associates, Inc. (1976) is a provider of core information processing solutions for community banks. The Company’s products and services include processing transactions, automating business processes, and managing information for over 9,000 financial institutions and diverse corporate entities. JHA provides its products and services through three business brands: Jack Henry Banking, a leading provider of integrated data processing systems to approximately 1,080 banks ranging from community banks to multi-billion dollar institutions with assets of up to $50 billion; Symitar, a leading provider of core data processing solutions for credit unions of all sizes, with approximately 820 credit union customers; ProfitStars, a leading provider of highly specialized core agnostic products and services (such as payments processing, information security and online and mobile solutions) to financial institutions that are primarily not core customers of the Company.

Target: Agiletics (1987) is a specialty banking software firm. Agiletics provides an array of solutions that help banks of all sizes gather commercial deposits by better serving business customers. The Company offers Agiletics CAMS (Cash Management Systems), which are modular banking customer liquidity and investment management applications; Agiletics Investment System, which enables automated short-term investment of a customer’s available sweep balance into money market instruments; Agiletics Fund Sweep System, which performs automated sweeps between investment and DDA accounts to help manage cash and investment portfolios; Agiletics M.B.A. System, a plug-in liquidity management system that links bank customers’ DDA account relationships across multiple business unit hierarchies and banks to generate DDA liquidity management account transactions; Agiletics Pre-Determination System, which forecasts account position requirements for all accounts within a customer liquidity relationship; Agiletics Automated Borrowing Sweep System, which automatically applies surplus deposit balances to paydown outstanding credits; Agiletics Escrow System, which processes escrow accounts; Agiletics MaxAar System, an invoicing, direct debiting and receivables plug-in for corporate analysis systems; and Agiletics Billing System, which enables departmental invoicing of miscellaneous and recurring fees.

Deal Rationale: Jack Henry enhances its product offering by acquiring Agiletics’ software solutions, especially the automated escrow and investment management solutions.

Terms: Jack Henry & Associates, Inc. has acquired Agiletics, Inc. Terms were not disclosed.

B TREAS S/SER - - - -

Page 16: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

01-Oct-18 Buyer:Optimal Blue LLC (“OB”)(Plano, TX) -------------Target:LoanLogics’ product, pricing and eligibility (PPE) technology business.-------------Seller:LoanLogics, Inc.(Trevose, PA)

Buyer: Optimal Blue (OB) (2002) is a Web-based provider of managed-content, product eligibility and pricing (PPE), secondary marketing, point-of-sale, compliance, and data & analytics technology and services. PPEs enable loan originators to search for loan products in a database of loan programs, determine a loan applicant’s eligibility for loan products based on applicant specific information, provide real-time adjusted pricing, manage prospects, register borrowers and submit rate lock requests. Secondary market solutions consist of mortgage pipeline risk management, best execution and loan allocation services and technology. Pipeline risk management solutions help lenders hedge against adverse movements of interest rates between the time a loan applicant agrees to lock the mortgage rate with the lender and the time the lender sells the mortgage loan to investors. In October 2011, Optimal Blue acquired Sollen Technologies, a Dallas-based provider of a product eligibility and pricing engine in a consolidating transaction. In 2012, Serent acquired a majority stake in OB. In 2013, OB acquired LoanSifter, which provided PPE, POS and marketing solutions for mortgage lenders. In 2016, GTCR acquired OB from Serent Capital and other shareholders. In 2017, Optimal Blue acquired Comergence Compliance Monitoring, LLC, which provides software that allows mortgage lenders to verify and monitor the licensing compliance and risk profile of third-party originators and appraisers in an automated fashion in real-time. In 2018, OB acquired Resitrader, a provider of an interactive electronic mortgage loan trading platform.

Target: Optimal Blue has acquired LoanLogics’ product, pricing and eligibility (PPE) technology business, LoanDecisions, as a part of a new partnership between the two companies. In 2013, LoanLogics, then known as Aklero Risk Analytics, merged with NYLX, Inc. The combined company was named LoanLogics. NYLX developed LoanDecisions.

Seller: LoanLogics (2006) provides loan quality and performance analytics software and services that span the entire life of a loan from the initial loan pricing, pre-underwriting and pre-closing stages through loss mitigation, loan sale/purchase and loan servicing. Customers include residential mortgage lenders, servicers, insurers and investors.

Terms: OB and LoanLogics announced a strategic partnership that involves the real-time integration of LoanLogics’ LoanHD Correspondent Lending platform and OB’s product, pricing and eligibility (PPE) platform. In conjunction with the partnership, OB acquired LoanLogics PPE business, LoanDecisions. Terms were not disclosed.

M LEND S/SER - - - -

Page 17: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

25-Sep-18 Buyer:Fiserv, Inc.(Brookfield, WI)(NASDAQ: FISV)-------------------Target:Elan Financial Services’ debit card processing business, ATM managed services business and MoneyPass.-------------------Seller:Elan Financial Services

A business unit of:

U.S. Bancorp(Minneapolis, MN)(NYSE: USB)

Buyer: Fiserv, Inc. is a global provider of financial services technology. The Company’s Payments and Industry Products segment primarily provides debit, credit and prepaid card processing and services, electronic bill payment and presentment services, Internet and mobile banking software and services, person-to-person payment services, and other electronic payments software and services. The Company’s Financial Institution Services business segment provides account processing services, item processing and source capture services, loan origination and servicing products, cash management and consulting services.

Target: The acquired businesses consist of Elan’s debit card processing and ATM managed services businesses. The transaction includes MoneyPass, a nationwide interbank network of more than 33,000 surcharge-free ATMs. The acquired businesses generate annual revenue of more than $170 million. This acquisition does not include Elan’s credit card issuing and corporate payments businesses.

Seller: U.S. Bancorp is a multi-state financial services holding company headquartered in Minneapolis, Minnesota. U.S. Bancorp operates as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956. The Company provides a full range of financial services, including lending and depository services, cash management, capital markets, and trust and investment management services. It also engages in credit card services, merchant and ATM processing, mortgage banking, insurance, brokerage and leasing.

Deal Rationale: Through the transaction, Fiserv deepens its presence in debit card processing. In addition, Fiserv expects to sell some of its own products to Elan customers. Such cross-sell opportunities include risk management solutions, the Accel debit payments network and enhanced debit platform capabilities. The transaction enables U.S. Bank to focus on core businesses.

Terms: Fiserv, Inc. has agreed to acquire the debit card processing, ATM Managed Services and MoneyPass surcharge-free ATM network of Elan Financial Services, a unit of U.S. Bancorp for $690 million.

B P S/SER $690.0 4.06x - -

Page 18: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

20-Sep-18 Buyer:Adobe Inc.(San Jose, CA)(Nasdaq: ADBE)---------------Target:Marketo, Inc.(San Mateo, CA)---------------Seller:Vista Equity Partner(San Francisco, CA)

Buyer: Adobe Inc. (1982) is a diversified software company organized into three reportable segments. Its Digital Media segment provides products and services that enable users to create, publish and promote their content anywhere. The flagship product of the Digital Media business is Adobe Creative Cloud, which is a subscription service that allows member to use Adobe’s creative products integrated with cloud-delivered services across desktop, web and mobile devices. The Company's Digital Experience segment helps businesses attract, engage, acquire and retain customers in a digital world. The Adobe Experience Cloud provides solutions that include analytics, targeting, advertising optimization, digital experience management, premium video delivery and monetization. These solutions enable marketers to measure, personalize and optimize digital experiences across channels. The Company’s Publishing segment offers e-learning solutions, technical document publishing, Web application development, and high-end printing.

Target: Marketo (2006) provides a cloud platform for automated digital marketing engagement across all channels. Marketo provides a lead generation solution, which creates customer traffic through inbound and outbound programs and converts leads with landing pages and forms; an email marketing software solution that delivers triggered email marketing messages based on a marketing database that gives a comprehensive view of each customer across web, email, social and mobile channels; a consumer marketing solution that helps businesses acquire the right customers and retain them with ongoing conversations; a customer base marketing solution that helps businesses retain and build customer relationships by using a business’s customer data to identify opportunities to cross-sell and up-sell; and a mobile marketing solution enables businesses to deliver cross-channel experiences from a single platform. The Company sells into a number of industry verticals, including financial services. Vista Equity Partners acquired Marketo in a going-private transaction in 2016. Marketo reported pro forma revenue of $320 million in calendar year 2017 with expected growth of greater than 20% in 2018.

Deal Rationale: The acquisition brings together Adobe Experience Cloud analytics, content, personalization, advertising and commerce capabilities with Marketo’s lead management and account-based marketing technology to provide B2B companies with the ability to create, manage and execute marketing engagement at scale.

Terms: Adobe has entered into a Share Purchase Agreement to acquire Marketo from Vista Equity Partners for $4.75 billion, subject to customary purchase price adjustments.

BCORP

LEAD S/SER $4,750.0 14.84x - -

Page 19: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

04-Sep-18 Buyer:Elavon Inc.(Minneapolis, MN)

A subsidiary of:

U.S. Bancorp(Minneapolis, MN)(NYSE: USB)---------------Target:Electronic Transaction Systems Corporation (“ETS”)(Ashburn, VA)

Buyer: Elavon Inc. (formerly NOVA), a wholly-owned subsidiary of U.S. Bancorp, provides merchant processing services directly to merchants and through a network of banking affiliations. Wholly-owned subsidiaries and affiliates of Elavon provide similar merchant services in Canada, Mexico and segments of Europe. U.S. Bancorp (1929) is a multi-state financial services holding company that provides a full range of financial services, including lending and depository services, cash management, capital markets, and trust and investment management services. It also engages in credit card services, merchant and ATM processing, mortgage banking, insurance, brokerage and leasing.

Target: Electronic Transaction Systems Corporation (ETS) offers end-to-end merchant solutions including credit and debit card processing, POS check, electronic funds transfer (EFT), and ATM driving. The Company offers EMoney, a PCI-complaint transaction platform that enables merchants to process credit and debit card transaction through a PC in a standalone or integrated environment. ETS controls the entire transaction from point of authorization to point of settlement, eliminating the need for third party processing software to complete a transaction. The Company also offers EMoney EFT platform, which supports all back-office collections and check processing requirements; eMoney eMobile Wallet, which allows merchants to accept payments from customers using mobile devices; and Emoney eBillPay, which provides merchants with online payment and management tools for one-time and recurring payments. In addition, ETS offers gift and loyalty platforms to help merchants develop customer retention programs. ETS is a registered member service provider with MasterCard International and Visa International. The Company is headquartered in Virginia and has satellite offices in Germany, Canada, and Ireland.

Deal Rationale: Business owners increasingly expect that the software packages they use to run their businesses will come with payments acceptance and processing embedded in the software offering. Elavon plans to integrate its own payment processing into ETS’ software applications. This fits with Elavon’s strategy to provide businesses with an easy way access Elavon’s payment processing services.

Terms: Elavon has acquired Electronic Transaction Systems Corporation. Terms were not disclosed.

CORP P S/SER - - - -

28-Aug-18 Investor:Serent Capital(San Francisco, CA)---------------------Target:GDS Link, LLC(Dallas, TX)

Minority Investment

Buyer: Serent Capital (2008) is a San Francisco-based private equity firm with a focus on high growth software and services businesses. Serent has been an active investor in financial technology through platform and add-on acquisitions such as Optimal Blue (2012), Loansifter (2013), Commissions Inc. (2015), Mercury Network, LLC (2015), Platinum Data Solutions, Inc. (2016), Docutech (2016), and Appraisal Scope, Inc. (2017).

Target: GDS Link (2006) is a global provider of credit risk management software for the financial services industry. GDS Link's flagship solution, DataView360, is an enterprise-wide data engine that is pre-configured to access more than 80 worldwide data sources and to integrate the data with any host system. DataView360 is utilized by lenders in a multitude of industries to automate the loan origination process. The Company also offers the GDS Link Credit Decision Engine Software, which is powered by a business rules management system and enables users to implement risk-based pricing, custom models, multi-dimensional tables and pricing strategies, among other things. In addition, GDS Link offers a Case Management interface that handles business process automation through queue management, workflow, prioritization, exception handling and cross-sell. GDS Link serves traditional and alternative financial service lending through both brick-and-mortar and online channels, marketplace lending for both consumer and small business, point of sale retail finance, credit card, auto, and leasing. GDS Link is headquartered in Dallas with seven international offices including the United Kingdom and Spain.

Deal Rationale: The transaction provides liquidity for certain investors and capital for growth.

Terms: Serent Capital has made a minority investment in GDS Link. Financial terms were not disclosed.

B LEND S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

21-Aug-18 Buyer:Pro Teck Valuation Services(Waltham, MA)-----------Target:Direct Valuation Solutions (“DVS”)(Folsom, CA)

Buyer: Pro Teck (1977) is a national, residential Appraisal Vendor Management Company (“AMC”). It offers appraisals; desktop appraisals, desktop appraisals with inspections for home equity lenders; Review Products provided by staff appraisers; Broker Price Opinions (“BPOs”), Valuations and Inspections; Desktop Reviews, Automated Valuation Models (“AVMs”); and data and analytics. Pro Teck provides these products through a nationwide network of appraisers and brokers. Its customers consist of residential mortgage loan originators, residential mortgage loan servicers and investors.

Target: Direct Valuation Solutions (“DVS”) (2011) offers a SaaS appraisal vendor management platform that enables mortgage lenders to manage their appraisal process in-house. The platform provides automated assignment, tracking, QC and payment processing. An affiliate of DVS, DVS-AMC, is an appraisal vendor management company (“AMC”).

Deal Rationale: As a result of the transaction, Pro Teck will be able to offer a software solution to lenders that prefer to manage their appraisal process in-house. This software business is complementary to Pro Teck’s existing business of offering valuation services to lenders looking to outsource appraisal management. In addition, Pro Teck expects to sell its own home equity, servicing and secondary market valuation solutions to DVS’ customers.

Terms: Pro Teck Valuation Services has acquired Direct Valuation Solutions. Terms were not disclosed.

M A S/SER - - - -

17-Aug-18 Investor:Deutsche Bank AG(Frankfurt, Germany)(NYSE: DB)------------------Target:ModoPayments, LLC (“Modo”)(Richardson, TX)

Strategic Investment/Minority Investment

Investor: Deutsche Bank (1870) provides investment, financial, and related products and services to private individuals, corporate entities, and institutional clients worldwide. It operates through three segments: Corporate & Investment Bank (CIB), Private & Commercial Bank (PCB), and Deutsche Asset Management. As of December 31, 2017, the company operated 2,425 branches in 60 countries.

Target: ModoPayments, LLC (2010) is a payments technology company. Its technology creates interoperability between systems without requiring integrations. Modo insulates users from changes in a partner’s APIs and other partner requirements by adapting to the changes for its users. Modo, which acts like a payments utility to connect payment systems, provides more endpoints, thereby affording users more partner choice and the ability to change partners as desired. Modo’s technology is run in the cloud. Prior to this transaction, Modo had raised $11.3 million in 4 rounds, according to Crunchbase.

Deal Rationale: Deutsche Bank will use Modo’s technology to expand its existing digital business-to-business and business-to-consumer payments business. In particular, Deutsche Bank will be able to extend payments into non-bank payment platforms such as Alipay, Paypal, M-Pesa and WeChat beyond traditional banking channels.

Terms: Deutsche Bank has acquired a minority stake in ModoPayments, LLC. Terms were not disclosed.

B P S/SER - - - -

Page 21: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

17-Aug-18 Buyer:Computershare Loan Services (“CLS”)

A subsidiary of:

Computershare Limited (“CPU”)(Abbotsford, Australia)(ASX: CPU)-------------------Target: LenderLive Network, LLC (“LLN”)(Glendale, CO)-------------------Seller:LenderLive Holdings, Inc.(Glendale, CO)

Buyer: Computershare Loan Services (CLS), a subsidiary of Computershare Limited (“CPU”), is a third-party mortgage services provider. CPU created CLS through a series of acquisitions. In 2011, CPU entered the U.S. mortgage market through the acquisition of Specialized Loan Servicing, a primary and special servicer. In February 2016, CPU acquired both Capital Mortgage Cooperative, LLC, which operates a cooperative for mortgage banks and provides hedging services, and Altavera Mortgage Services, a business process outsourcer focused on residential mortgage origination services. In 2018, CPU launched the Computershare Loan Services brand, which covers its end-to0end mortgage solutions in the U.S. Market.

Target: LenderLive Network, LLC (“LLN”) is LenderLive Holdings’ mortgage fulfillment and secondary market business unit.

Seller: LenderLive Holdings, Inc. (1999) is the parent company of LenderLive Network, LenderLive Services and reQuire Holdings. It provides mortgage services for financial institutions in the U.S. The Company offers mortgage solutions, including mortgage fulfillment and secondary market operations; settlement services, which include origination and default products, technology and data management tools, and a vendor management program; and document services, which consist of the creation, management and delivery of documents throughout the loan cycle. In April 2018, LenderLive acquired reQuire Holdings, which offers lien release tracking, title search and reporting services, title curative services, due diligence, quality assurance, asset valuation and business process management technology solutions. LenderLive is a portfolio company of Aquiline Capital Partners LLC.

Deal Rationale: The sale of its mortgage fulfillment and secondary marketing businesses will enable LenderLive Holdings to focus on growing the technology-enabled services offered by its LenderLive Services unit through acquisitions like its recent acquisition of reQuire Holdings. The acquisition helps CPU grow its CLS business unit.

Terms: Computershare Loan Services has acquired LenderLive Network, LLC from LenderLive Holdings, Inc. Terms were not disclosed.

M LEND SER - - - -

Page 22: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

16-Aug-18 Buyer:Credit Karma, Inc.(San Francisco, CA)----------------------Target:Approved(San Diego, CA)

Buyer: Credit Karma (2007) is a personal finance technology company with more than 80 million members in the U.S. and Canada, including almost half of all millennials. The Company offers a suite of products for members to monitor and improve credit health, prepare and file income taxes, monitor their identities, and track and manage vehicle information and financing solutions. In addition, Credit Karma leverages advanced data modeling to analyze and identify the best financial products available for its members from among its partners, who are providers of financial services, like banks offering credit cards. Credit Karma has originated more than $40 billion in credit products including credit cards, personal loans, mortgages, automotive financing, and student loan refinancing. Credit Karma is free to consumers. The Company gets paid by its partners when a consumer accepts a product offer on Credit Karma’s website. In 2015, Credit Karma raised an estimated $310 million at a valuation of approximately $3.1 billion from investors including Brookside Capital and Bain Capital Ventures, according to PitchBook. In 2018, Silver Lake has agreed to acquire a significant minority stake in Credit Karma through the acquisition of common stock from existing equity holders for approximately $500 million. The $500 million transaction was at an EV of approximately $4 billion (PitchBook).

Target: Approved provides mortgage POS software to small and medium-sized banks and mortgage brokers. The software focuses on the pre-approval process and integrates with CRMs and LOSs. A mobile-friendly borrower dashboard helps borrowers manage their applications, documents and timelines and communicate with lenders. A mobile friendly lender dashboard helps lenders manage clients and automate processing of applications. Approved offers its software to lenders as a white label solution. Competitors include POS providers such as Maxwell, Blend, Roostify and Floify. Approved raised $1 million in a seed round from 7 investors consisting of BlueSky Capital, Graph Ventures, Jon Van Winkle, Mark Ayzenshtat, Precursor Ventures, Social Capital and Ulf Sundberg, according to Crunchbase.

Deal Rationale: Credit Karma acquired Approved to build a consumer-facing digital mortgage experience for Credit Karma’s 80 million members.

Terms: Credit Karma, Inc. has acquired Approved. Terms were not disclosed.

M LEND S/SER - - - -

08-Aug-18 Buyer:Investor Group -

CC Capital(New York, NY)

Cannae Holdings(Las Vegas, NV)(NYSE: CNNE)

Thomas H. Lee Partners, L.P. Boston, MA)---------------Target:Dun & Bradstreet(Short Hills, NJ)(NYSE: DNB)

Buyers: CC Capital is a private investment firm founded in 2016 by Chinh Chu, who worked for 25 years at Blackstone in its private equity business. Cannae, formerly FNFV Group, was split off by Fidelity National Financial (FNF) in November 2017. In 2014, FNF created FNFV as a tracking stock for its portfolio company investments, which included Remy International, American Blue Ribbon Holdings, J. Alexander’s Holdings, Ceridian HCM, Comdata, and Digital Insurance. Thomas H. Lee Partners is a private equity firm investing in growth companies.

Target: The Dun & Bradstreet Corporation (DNB) (1841) provides commercial data, analytics, and insight on businesses. Its global commercial database contained more than 285 million business records at December 31, 2017. Customers use DNB’s Risk Management Solutions to mitigate credit, compliance, and supplier risk. Customer use DNB’s Sales & Marketing Solutions to grow sales, digitally engage with customers and prospects, and improve marketing effectiveness. In 2017, Risk Management Solutions and Sales and Marketing Solutions accounted for 58% and 42% of revenues, respectively. For the latest 12 months ended September 30, 2018, DNB recorded revenue of $1,792.1 million, EBIT of $458 million and EBITDA of $545.7 million.

Terms: DNB entered into a definitive merger agreement to be acquired by an investor group led by CC Capital, Cannae Holdings and Thomas H. Lee Partners, L.P., along with a group of other investors. DNB shareholders will receive $145.00 in cash for each share of common stock in a transaction valued at $6.9 billion including the assumption of $1.5 billion of Dun & Bradstreet’s net debt and net pension obligations. The purchase price represents a premium of approximately 30% over DNB’s closing share price of $111.63 on February 12, 2018, the last day of trading prior to Dun & Bradstreet’s announcement of a strategic review. The merger agreement provides for a 45-day “go-shop” period, during which Dun & Bradstreet will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that offer alternative proposals.

CORPB

D&A S/SER $6,900.0 3.85x 12.64x 15.07x

Page 23: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

06-Aug-18 Buyer: Q2 Holdings, Inc. ("Q2")(Austin, TX)(NYSE: QTWO)-----------------Target:Cloud Lending, Inc.(San Mateo, CA

Buyer: Q2 (2005) provides secure cloud-based digital banking solutions to regional and community financial institutions (RCFIs) in the U.S. It offers Q2online, a browser-based digital banking solution; Q2 Sentinel, a security analytics solution; Q2 Corporate, a solution that helps RCFIs attract and retain larger commercial accounts; and Q2 SMART, a targeting and messaging platform; Q2 Account Opening, which allows customers to set up checking and savings accounts online; Q2mobility App, a mobile and tablet digital banking solution; Q2mobile Remote Deposit Capture, a partnered solution that allows remote check deposit capture; Q2 P2P, a partnered person-to-person payments solution; Q2voice, a voice-based solution for telephones; and Centrix Exact/Transaction Management System, a fraud prevention tool, among other things.

Target: Cloud Lending (2012) provides a cloud-based lending and leasing platform that automates every aspect of the lending process, including origination, underwriting, servicing and collections. Customers consist of banks, traditional finance companies and marketplace platforms. The platform, which was built natively on the SalesForce.com, simplifies the borrower experience, increases application volumes, accelerates loan decisioning, and reduces operational inefficiencies through digitization and automation. The platform can be used for consumer, commercial, small business, construction and equipment leasing. Cloud Lending has raised more than $14 million from investors including Cota Capital, Epic Ventures, SF Capital Group and ABN Amro’s venture fund, Digital Impact Fund.

Deal Rationale: Q2 expands its product suite by picking up a digital lending solution for community and regional banks. The transaction will help Q2 expand its footprint in existing markets and enter new markets.

Terms: On August 6, 2018, Q2 Holdings, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Q2 has agreed to acquire Cloud Lending, Inc. for a purchase price of $105 million plus potential additional consideration that may become payable at certain measurement dates in the future upon the achievement by theacquired business of certain financial metrics on such dates. Pursuant to the Merger Agreement, Target will be merged with and into a wholly owned subsidiary of Q2 (“Merger Sub”), with Target surviving as a wholly owned subsidiary of the Company. The purchase price is subject to adjustment based on Target’s net working capital amount and other customary adjustments at closing. In addition, 10% of the purchase price ($10,500,000) will be placed into escrow to secure certain post-closing indemnification obligations in the Merger Agreement.

B LEND S/SER $105.0 - - -

Page 24: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

02-Aug-18 Buyer:Xome Holdings Inc.(Dallas, TX)

An indirect subsidiary of:

WMIH Corp.(Seattle, WA)NASDAQ: WMIH)--------------------Target:Assurant’s Mortgage Solutions business--------------------Seller:Assurant, Inc.(New York, NY)(NYSE: AIZ)

Buyer: WMIH emerged from bankruptcy as a successor to Washington Mutual in 2012. Initially, WMIH’s primary business consisted of WM Mortgage Reinsurance Company, Inc., a legacy reinsurance business that is being operated in runoff mode. In July 2018, WMIH acquired Nationstar Mortgage Holdings Inc. (NSM), which provides servicing, origination, and transaction-based services primarily to single-family residences in the U.S. Brands include Mr. Cooper (Nationstar Mortgage LLC, d/b/a Mr. Cooper), which provides mortgage servicing and origination); Xome, a provider of technology and data-enhanced solutions for homebuyers, home sellers, real estate agents and companies engaged in the origination and/or servicing of mortgage loans; and Champion Mortgage (Nationstar Mortgage LLC d/b/a Champion), which provides reverse mortgages.

Target: The Mortgage Solutions business consists of Assurant’s title, valuations, mortgage technology and field services businesses. Assurant acquired StreetLinks, LLC, an Indianapolis-based provider of appraisal management services (Lender Plus), appraisal management technology (LenderX) and automated valuation products for $60 million in April 2014. Assurant acquired eMortgage Logic, LLC, a Texas-based provider of residential valuation products for $17 million in September 2014.

Seller: Assurant, Inc. (1982) provides risk management solutions for housing and lifestyle markets in North America, Latin America, Europe, and the Asia Pacific. The Company's Global Housing segment provides lender-placed homeowners, manufactured housing, and flood insurance; renters insurance and related products; and mortgage solutions comprising property inspection and preservation, valuation and title, and other property risk management services. Its Global Lifestyle segment offers mobile device protection products and related services, and extended service contracts for consumer electronics and appliances, as well as assistance services; vehicle protection services; and credit and other insurance services. Its Global Preneed segment provides pre-funded funeral insurance and annuity products.

Deal Rationale: The sale will allow Assurant to focus on business lines where it has leadership positions and to strengthen its offerings in lender-placed homeowners’ insurance, multifamily housing, and the connected home.

Terms: Assurant, Inc. has agreed to sell its Mortgage Solutions business to Xome Holdings LLC for $35M in cash and potential future payments based on performance.

M LEND S/SER $35.0 - - -

26-Jul-18 Buyer:Five Degrees Solutions B.V.(Amsterdam, The Netherlands)------------------Target:Libra Soft(Kopavogur, Iceland)

Buyer: Five Degrees Solutions B.V. (2009) helps banks achieve digital transformation by providing Matrix, a fully open digital banking platform. Matrix plays the role of workflow orchestrator, connecting the back office (product) systems to the customer facing front office portals and apps. Matrix enables open API Banking, helps banks with regulatory requirements like PSD2 and GDRP, and unlocks the potential of the fintech ecosystem. It connects to any (legacy) core banking system to provide agility, responsiveness to market requirements and an excellent digital CX. Matrix can also replace the legacy core with a product and transaction engine for achieving full digital transformation. Matrix can be implemented on site or hosted. Karmijn Kapitaal, Velocity Capital Private Equity and 5Square are investors in Five Degrees.

Target: Libra is a provider of software solutions with a focus on loans and securities for the financial sector in Iceland. The Company offers Libra Securities, which manages the process of securities trading; and Libra Loan, a multi-currency credit management system for the Icelandic market that handles registration and processing of loans, billing and disclosure.. Libra has 42 employees.

Deal Rationale: The transaction supports Five Degrees’ plan to grow internationally. Five Degrees picks up complementary products and anticipates being able to sell its own products to Libra’s customers.

Terms: Five Degrees has acquired Libra. Financial terms were not disclosed.

B TRADELEND

S/SER - - - -

Page 25: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

16-Jul-18 Buyer:Equifax Inc.(Atlanta, GA)(NYSE: EFX))------------------------Target:Data X Ltd.(Las Vegas, NV)

Buyer: Equifax Inc. (EFX) (1899) is a provider of information solutions and human resources business process outsourcing services. Customers include financial institutions, corporations, governments and individuals. Services are based on EFX’s comprehensive databases of consumer and business information derived from numerous sources including credit, financial assets, telecommunications and utility payments, employment, income, demographic and marketing data. EFX uses advanced statistical techniques and proprietary software tools to analyze all available data, creating customized insights, decision-making solutions and processing services for its clients. EFX helps consumers understand, manage and protect their personal information and make informed financial decisions. The Company also provides information, technology and services to support debt collections and recovery management. In addition, EFX is a provider of payroll-related and human resource management business process outsourcing services in the U.S. EFX operates in four global regions: North America (U.S. and Canada), Asia Pacific (Australia and New Zealand), Europe (the U.K., Spain and Portugal) and Latin America (Argentina, Chile, Costa Rica, Ecuador, El Salvador, Honduras, Mexico, Paraguay, Peru and Uruguay).

Target: DataX (2004) is a Fair Credit Reporting Act-regulated specialty credit reporting agency (CRA) and alternative data provider. DataX provides a comprehensive suite of real-time credit reporting, data verification, and authentication services that benefit financial service providers, consumer durable goods services, gaming services, automotive finance, and private equity lenders. The insights gleaned from DataX services allow businesses to "know your customer" (KYC), manage risk proactively, safeguard their business and consumers from fraud, lower consumer acquisition costs, increase revenue opportunities, and customize analytics to manage business performance.

Deal Rationale: DataX's data assets complement the Equifax core credit database adding alternative credit and payment data, analytics and identity solutions on underbanked consumers to the installment loan, rent-to-own and lease-to-own markets. Additional offerings include credit reporting, ID verification, bank account verification and custom risk services. DataX and its employees are now part of the Equifax Banking and Lending division.

Terms: Equifax, Inc. has acquired DataX, Ltd. Financial terms were not disclosed.

BCORPGOV

LEND S/SER - - - -

16-Jul-18 Buyer: EACS Limited(Huntingdonshire, England, UK)--------------------Target:Sentronex Limited(London, England, UK)

Buyer: EACS Limited is a provider of IT solutions and managed services. The Company focuses on core IT, including cloud services and cyber security. It services include project planning, delivery and consultancy, and fully managing or hosting IT systems. EACS also provides training to make sure a client’s’ staff has the skills needed to maximize return on investment and support end user adoption. EACS projects revenues of £30m in revenues in 2018.

Target: Sentronex (2005) provides disaster recovery and IT managed and professional services for financial institutions in the U.K. The Company works specifically with FCA-regulated businesses, using its specialist understanding of this sector to design and produce solutions that address the specific needs of its clients.

Deal Rationale: The acquisition consolidates and builds upon EACS’ position in the financial services sector. EAC picks up disaster recovery services, thereby adding an important new dimension to its managed services portfolio. EACS picks up clients and sees cross-selling opportunities.

Terms: EACS Limited has acquired Sentronex. Financial terms were not disclosed.

B ITS SER - - - -

Page 26: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

12-Jul-18 Buyer:Accuity Inc.(Evanston, IL)---------------Target:Safe Banking Systems Software, LLC (“SBS”)(Mineola, NY)

Buyer: Accuity Inc. (1990) provides payment efficiency, compliance and risk reduction, and financial counterparty solutions to banks and financial institutions worldwide. The Company offers cross border/global payment, IBAN payment, and domestic payment solutions, as well as anti-bribery and corruption compliance solutions for corporate; anti-money laundering compliance solutions, such as regulatory and enhanced data, compliance screening, and minimize false positive solutions; and financial counterparty know your customer solutions, including counterparty research, onboarding, and review, as well as bank master data management. It also offers financial directories, marketing services, asset verification solutions, and compliance and registration products and services, as well as real-time transaction screening, customer and third-party screening, and analytics-screening intelligence solutions. The Company was formerly known as Thomson Financial Publishing, Inc. and changed its name to Accuity Inc. in September 2005. Accuity Inc. operates as a subsidiary of RELX Group plc, a provider of information and analytics for professional and business customers. RELX Group, formerly known as Reed Elsevier, changed its name in 2015.

Target: SBS is a specialist provider of anti-money laundering (AML) and compliance solutions to the financial services and other industries. The Company’s flagship solution is SAFE Advanced Solutions, an integrated suite of software and services for AML and compliance. The solutions suite includes Watch List Management, which involves running large databases through filtering engines; Entity Resolution, which connects the dots from disparate data sources to identify non-obvious relationships; SAFE View, a tool to facilitate the analysis of alerts; and SAFE Reports, which provides financial institution with flexible report options for compliance, audit and management oversight. SBS has more than 50 employees.

Deal Rationale: Through the transaction, Accuity picks up an enhanced and leading account screening solution that complements its own transaction and trade screening offerings. SBS already partners with Accuity’s by using Accuity’s Fircosoft filter in its solutions. Moreover, Accuity and SBS have mutual customers, which might facilitate cross-selling.

Terms: Accuity Inc. has acquired Safe Banking Systems Software, LLC. Terms were not disclosed.

B C S/SER - - - -

10-Jul-18 Buyer:Optimal Blue LLC (“OB”)(Plano, TX)--------------Target:Resitrader, Inc.(Calabasas, CA)

Buyer: Optimal Blue (OB) (2002) is a Web-based provider of managed-content, product eligibility and pricing (PPE), secondary marketing, point-of-sale, compliance, and data & analytics technology and services. PPEs enable loan originators to search for loan products in a database of loan programs, determine a loan applicant’s eligibility for loan products based on applicant specific information, provide real-time adjusted pricing, manage prospects, register borrowers and submit rate lock requests. Secondary market solutions consist of mortgage pipeline risk management, best execution and loan allocation services and technology. Pipeline risk management solutions help lenders hedge against adverse movements of interest rates between the time a loan applicant agrees to lock the mortgage rate with the lender and the time the lender sells the mortgage loan to investors. In October 2011, Optimal Blue acquired Sollen Technologies, a Dallas-based provider of a product eligibility and pricing engine in a consolidating transaction. GTCR acquired OB from Serent Capital in 2016. In 2017, Optimal Blue acquired Comergence Compliance Monitoring, LLC, which provides software that allows mortgage lenders to verify and monitor the licensing compliance and risk profile of third party originators and appraisers in an automated fashion in real-time.

Target: Resitrader’s provides an interactive electronic trading platform that enables buyers, sellers, and their advisors to transact in real time using an auction process and replaces the widely-used method of exchanging bid tapes via email. The solution also helps traders optimize executions by supporting shadow-bidding, the posting of axes, chat-based communication, and color reports.

Deal Rationale: By making Resitrader available to Optimal Blue customers, OB expects a major expansion in trading volume over the next year. The platform will be integrated with OB’s hedging solution and substantially expand OB’s capabilities in the bulk bid market, an execution widely used by lenders employing a mandatory delivery strategy.

Terms: Optimal Blue LLC has acquired Resitrader, Inc. Terms were not disclosed.

M LEND S/SER - - - -

Page 27: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

09-Jul-18 Buyer:EQT Partners AB(Stockholm, Sweden)----------------Target:Saxo Payments Banking Circle (“Banking Circle”)(Hellerup, Denmark)----------------Seller:Saxo Bank A/S(Hellerup, Denmark)

Buyer: EQT Partners AB (1994) is a private equity and venture capital firm based in Stockholm, Sweden with additional offices in Europe, North America, and Asia. EQT is owned by senior Investment Advisory Professionals of EQT Partners with Investor AB, a Swedish investment firm controlled by the Wallenberg family, holding a minority stake. EQT, Investor AB and the Wallenberg family share historical ties, although EQT is strategically, financially and operationally independent. Investor AB was one of the founders of EQT Partners, investment advisor to all EQT funds, in 1994.

Target: Banking Circle (2013), a subsidiary of Saxo Bank A/S, provides a community-based payment model that enables its Members and Merchant Members to make and receive cross border B2B payments in seconds at very low cost in multiple currencies and in a secure and compliant cloud-based environment. Members include Card Acquirers, PSPs, APMs, banks and FX Payment Providers. Merchant Members are the merchants of the Banking Circle’s Members and are able to join via their payment solution providers. The Banking Circle enables Members with international client bases to extend their value chain and product offering by allowing them to plug directly into the banking infrastructure. The Banking Circle is based on the Oracle FlexCUBE secure platform.

Seller: Saxo Bank A/S (1992) Saxo Bank is a trading, investment and technology company, supporting an international client base from its headquarters in Copenhagen and offices in London, Singapore, Paris, Zurich, Dubai, Shanghai, Hong Kong, Sydney and Tokyo. As a fully licensed and regulated bank under supervision of the Danish FSA, Saxo Bank offers private and institutional clients a complete set of tools for implementing their trading and investment strategies. Saxo Bank enables clients to trade FX, CFDs, ETFs, stocks, bonds, futures, options and other derivatives via SaxoTraderGO trading platform that allows seamless transition between desktop and mobile devices.

Terms: EQT together with Banking Circle founders and other co-investors has entered into an agreement to acquire Saxo Payments Banking Circle from Saxo Bank A/S and other minority owners for approximately $2 billion Danish kroner, or $315 million. EQT will have the majority ownership.

B P S/SER kr. 2,000.0 - - -

27-Jun-18 Buyer:Insight Venture Partners(New York, NY)----------------Seller:SimpleNexus, LLC(Lehi, UT)

Growth Capital Investment

Buyer: Insight Venture Partners (1995) is a venture capital and private equity firm with a focus on growth-stage software companies. Other financial technology investments include nCino, Kony, Nymbus, PrecisionLender, Simplifile and LoanCity.com.

Target: SimpleNexus, LLC provides private-label digital mortgage solution platform and mobile app that connects mortgage lenders with borrowers and real estate agents, allowing all parties to exchange data and documents easily through the lifecycle of a mortgage loan. The online application is custom branded to the lending institution and includes individual pages for each loan officer. Loan officers can manage their loan pipeline, view new loan applications, pull and view credit reports, run live pricing scenarios via Optimal Blue, and send pre-approvals letters. Lenders can share the app with borrowers and realtors.

Terms: Insight Venture Partners has made a $20 million growth capital investment in SimpleNexus, LLC. Terms were not disclosed.

M LEND S/SER - - - -

Page 28: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

25-Jun-18 Buyer:Teranet Inc.(Toronto, Ontario, Canada)----------------Target:Collateral Management Corporation (“CMS”)(Toronto, Ontario, Canada----------------Seller:Finastra Group Holdings Limited (London, England, UK)

Buyer: Teranet Inc. (1911) operates an online platform for property search and registrations. Teranet developed, owns and is the exclusive provider of the Ontario Electronic Land Registration System, Ontario’s online property search and registration system. Teranet also provides online access to Ontario’s Writs System. In addition, Teranet owns and operates The Property Registry, which provides certification of titles to land, maintains land records and offers reliable information of financial interests in personal property to the public in Manitoba. Further, Teranet offers a complementary suite of innovative solutions for a number of key industries, including real estate, financial services, law, and government and utilities. Teranet is owned by OMERS Infrastructure Management Inc., formerly Borealis Infrastructure Trust, a global infrastructure investment manager and the infrastructure arm of the Ontario Municipal Employee Retirement System (“OMERS”).

Target: Collateral Management Corporation (“CMS”) offers a suite of services that enables lenders to manage collateral efficiently throughout the lending cycle. CMS performs due diligence searches, registers liens, discharges mortgages and recovers assets if a loan goes into default.

Seller: Finastra was formed in 2017 when Vista Equity Partners acquired D+H and merged it with Misys, which was already a Vista portfolio company. The combined companies provide a broad portfolio of financial services software - spanning retail banking, lending, transaction banking, and treasury and capital markets. The Company also provides Finastra Digital, which is an online and mobile banking offering that integrates with Finastra’s software solutions. Finastra’s FusionFabric.cloud is a PaaS solution that serves as a platform for the API economy. The Company’s solutions can be deployed on premises or in the cloud. Customers include 48 of the top 50 banks in the world.

Deal Rationale: Teranet picks up a complementary line of business. Finastra disposes of a non-core asset following the merger of Misys and D+H.

Terms: Finastra has entered into a definitive agreement to sell Collateral Management Corporation to Teranet. Terms were not disclosed.

CORP LEND S/SER - - - -

21-Jun-18 Buyer:Velocity Solutions, LLC(Fort Lauderdale, FL)---------------Target:Akouba, Inc. (Chicago, IL)

Buyer: Velocity Solutions, Inc. (1995) offers software and technology-enabled solutions to banks, credit unions and insurers to drive revenue, ensure compliance, and manage risk. Velocity’s compliance-focused Intelligent Limit System dynamically customizes overdraft limits on a daily basis for each account holder based upon a consumer’s ability to repay using its proprietary technology. In addition, the Company provides a suite of tech-enabled solutions that leverage data to drive increased activity through targeted marketing campaigns, along with strategically deploying rewards programs for financial institutions and insurers. Finally, the Company recently launched CashPlease, a solution that allows banks and credit unions to provide small, short-term loans to consumers as an alternative to high-cost storefront payday lenders. H.I.G. Capital, a Miami-based private equity and alternative investment firm, acquired Velocity Solutions in December 2017.

Target: Akouba (2014) provides a cloud-based, white-labeled small business and commercial real estate lending platform for banks and credit unions. The platform enables banks to offer online applications through a borrower portal; generate leads and monitor pipelines; collect data needed to decision a loan and compare such data to their own credit policy and risk rating metrics; transfer data to LaserPro; manage documents; access PayNet Credit History reports for small business credit data; and track workflow.

Deal Rationale: For Akuba, the transaction provides it with the financial strength needed to meet banks’ third party due diligence requirements. Velocity Solutions expands its product suite and enters the SMB digital lending space. Velocity already offers CashPlease, a small-dollar, short-term consumer lending platform.

Terms: Velocity Solutions, LLC has acquired substantially all the assets of Akouba Inc. Terms were not disclosed.

B LEND S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

21-Jun-18 Buyer:PayPal Holdings, Inc.(San Jose, CA)(NasdaqGS: PYPL)-------------------Target:Simility Inc.(San Carlos, CA)

Buyer: PayPal Holdings, Inc. (1998) operates a two-sided proprietary global technology platform that links merchants and consumers around the globe to facilitate the processing of payment transactions. PayPal enables consumers to more safely exchange funds with merchants using a variety of funding sources, which may include a bank account, a PayPal account balance, a PayPal Credit account, a credit or debit card or other stored value products such as coupons and gift cards. The Company’s PayPal, Venmo and Xoom products also make it safer and simpler for friends and family to transfer funds to each other. The Company also offers merchants gateway services, which include its Payflow Gateway services and Braintree Gateway services, which provide the technology that links a merchant’s website to its processing network and merchant account and enable merchants to accept payments online with credit or debit cards.

Target: Simility, Inc. (2014) provides a real-time risk and fraud decisioning solutions for global digital businesses. The Company’s platform, the Adaptive Decisioning Platform, combines artificial intelligence and big data analytics. Simility’s machine learning-powered tools dynamically adapt and evolve with each transaction. Moreover, the fraud tools can be customized to reflect the nuances of specific businesses through an account management dashboard. Founded in 2014, Simility has raised almost $25 million in equity funding from the Accel, The Valley Fund and Trinity Ventures, among others. The Company was valued at an estimated $52.75 million as part of a $17.5 million round in December 2017 that included the participation of PayPal.

Deal Rationale: The acquisition of Simility will enhance PayPal’s ability to deliver fraud prevention and risk management solutions to merchants globally.

Terms: PayPal Holdings, Inc. has agreed to acquire Simility for a purchase price of $120 million in cash, subject to certain adjustments.

CORP P S/SER $120.0 - - -

20-Jun-18 Buyer:KeyBank N.A.(Cleveland, OH)

A subsidiary of:

KeyCorp(Cleveland, OH)(NYSE: KEY)---------------Seller:Bolstr Inc.(Chicago, IL)---------------Target:Bolstr’s digital lending platform for small business loans.

Buyer: KeyCorp (1958) is a bank holding company with assets of approximately $137.0 billion at March 31, 2018. KeyCorp is the parent company of KeyBank National Association (“KeyBank”), its principal subsidiary through which most of its banking services are provided. Through KeyBank and certain other subsidiaries, KeyCorp provides a wide range of retail and commercial banking, commercial leasing, investment management, consumer finance, commercial mortgage servicing and special servicing, and investment banking products and services to individual, corporate, and institutional clients.

Target: Bolstr’s digital lending platform connects small business borrowers to institutional and retail accredited investors. The technology enables the user to digitally accept and process loan applications. The Bolstr platform includes features like easy eSignatures, information gathering and digital questionnaires.

Seller: Bolstr (2010) is the developer of an online marketplace that connects small business borrowers to institutional and retail accredited investors. The Company's SaaS platform allows small businesses to raise capital from investors, pay a fixed monthly percentage of their sales until the loan is paid, and provides flexible payback terms based on sales performance. The Company facilitates the making loans of $25,000 to $500,000. Bolster has raised approximately $2.3 million in 3 rounds from 7 investors, according to Crunchbase.

Deal Rationale: KeyBank will use Bolstr’s technology to transform its small business lending process, enabling the bank to more efficiently serve small businesses for their SBA and traditional lending needs.

Terms: Financial terms were not disclosed.

CORP LEND S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

19-Jun-18 Buyer:PayPal Holdings, Inc.(San Jose, CA)(NasdaqGS: PYPL)-------------------Target:Hyperwallet Systems Inc.(Vancouver, BC, Canada)

Buyer: PayPal Holdings, Inc. (1998) operates a two-sided proprietary global technology platform that links merchants and consumers around the globe to facilitate the processing of payment transactions. PayPal enables consumers to more safely exchange funds with merchants using a variety of funding sources, which may include a bank account, a PayPal account balance, a PayPal Credit account, a credit or debit card or other stored value products such as coupons and gift cards. The Company’s PayPal, Venmo and Xoom products also make it safer and simpler for friends and family to transfer funds to each other. The Company also offers merchants gateway services, which include its Payflow Gateway services and Braintree Gateway services, which provide the technology that links a merchant’s website to its processing network and merchant account and enable merchants to accept payments online with credit or debit cards.

Target: Hyperwallet (2000) provides an online payout platform that enables organizations to distribute funds across various countries in various currencies through a single integration. Payments might be to global contractors, suppliers or resellers. For example, Hyperwallet enables travel sites (Expedia, HomeAway, Tripaneer.com and Tripfuser) to handle booking payouts and routine refunds in the local currency; ecommerce marketplace platforms (Universe, Marketplacer, Welocalize and 1stdibs) to provide merchants and service providers who use the platforms quick and secure access to their earnings; and technology platforms and content distributors (Karrot, Toptal, TLR, and TPG Rewards) to pay supplier networks or globally disbursed freelancers. Hyperwallet’s platform is available through batch and REST API integrations and include transaction monitoring, payee support, anti-money laundering controls and compliance tools.

Deal Rationale: The acquisition will strengthen PayPal’s ability to provide an integrated, end-to-end solution to help ecommerce platforms and marketplaces. Paypal and Braintree merchants will gain localized, multi-currency payment distribution capabilities in more than 200 markets with numerous disbursement options, including prepaid card, bank account, debit card, cash pickup and PayPal.

Terms: PayPal Holdings, Inc. has agreed to acquire Hyperwallet for $400 million in cash, subject to certain adjustments.

CORP P S/SER $400.0 - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

19-Jun-18 Buyer:Nets A/S(Ballerup, Denmark)--------------Target:Dotpay/eCard(Krakow, Poland)(Warsaw, Poland)-------------Seller:MCI Capital S.A.(Warsaw, Poland)

Buyer: Nets A/S provides payment services and technology solutions in Denmark, Norway, Sweden, Finland and the Baltic region. The Company operates through three business segments: Merchant Services, Financial & Network Services and Corporate Services. The Merchant Services segment provides merchants in the Nordic region with payment acceptance solutions across channels (in-store, online and mobile). The Financial & Network Services operates the domestic debit card schemes Dankort and BankAxept and provides outsourced processing services, card management services, and fraud and dispute services to banks. The Corporate Services segment provides a payment platform for recurring bills and credit transfer transactions for corporations; solutions for real-time clearing across bank accounts; and digital identity systems. In 2017, a consortium led by Hellman & Friedman acquired Nets for DKK 39,789, representing a multiple of revenues and EBITDA of 5.2x and 17.0x, respectively in a going private transaction. Nets had done an IPO in 2016 and was listed on the Nasdaq Copenhagen.

Target: In January 2018, MCI merged two portfolio companies, Krakow-based Dotpay and Warsaw-based eCard, to form Dotpay/eCard, an online payments provider in Poland. Dotpay/eCard is implementing a two-brand strategy. Dotpay (2000) is a provider of online banking transfers (Pay-By-Link), the most popular payment method in Poland. Dotpay also enables payments by debit cards and mobile payments. eCard provides payment cards solutions including one click payments, recurring payments, multiple currencies as well as cashless terminals POS & mPOS. The combined company, which employs about 100 people, projects gross revenues of EUR €19 million in 2018.

Seller: MCI Capital (1999) is a Warsaw-based private equity and venture capital firm focused on digital transformation. MCI implements growth stage and expansion/buy-out stage investments in the CEE Region (Albania, Bulgaria, Croatia, the Czech Republic, Hungary, Poland, Romania, the Slovak Republic, Slovenia, Estonia, Latvia and Lithuania) and DACH Region (Germany, Austria and Switzerland.

Deal Rationale: Nets extends its European presence by gaining access to Poland. Dotpay/eCards’ eCommerce product suite is a complementary fit with Nets’ products.

Terms: Nets has acquired Dotpay from MCI Capital for €73 million.

CORP P S/SER € 73.0 - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

15-Jun-18 Buyer:Finastra(London, England, UK)------------------------Target:Malauzai Software, Inc.(Austin, TX)

Buyer: Finastra was formed in 2017 when Vista Equity Partners acquired D+H and merged it with Misys, which was already a Vista portfolio company. The combined companies provide a broad portfolio of financial services software - spanning retail banking, lending, transaction banking, and treasury and capital markets. The Company also provides Finastra Digital, which is an online and mobile banking offering that integrates with Finastra’s software solutions. Finastra’s FusionFabric.cloud is a PaaS solution that serves as a platform for the API economy. The Company’s solutions can be deployed on premises or in the cloud. Customers include 48 of the top 50 banks in the world.

Target: Malauzai Software, Inc. (2009) develops digital banking solutions for community banks and credit unions. The Company’s Mobile Only Experience (MOX) design philosophy delivers a simple and consistent user experience on all devices, including browser and desktops, across all users (consumer, business and employee). Malauzai offers self-service and easy access features such as “no click” quick balances, touch ID, E-statements, a branch and ATM finder, a PIN login for additional security, a facial recognition login, and a Mobile Teller. Other features include Money Movement & Bill Pay, which includes RDC, PicturePay, P2P money transfers using SMS or email, account-to-account money transfers between financial institutions, MOX Pay, and ACH and Wire File Processing; Card Controls, which include a Family Financial Manager, a SmartKid Card Control and Advanced Card Controls; Personal Financial Management (PFM); Personalized Transactions, which enables users to attach images to record purchases or receipts; Marketing Campaigns and In-App Messaging, which allow financial institutions to target market; and Analytics and Usage Reports, which help financial institutions gain insight into digital banking behavior to improve decision-making and identify revenue opportunities. Malauzai’s open banking platform creates a banking ecosystem which provides users access to third party financial technology providers.

Deal Rationale: The transaction demonstrates Finastra’s commitment to the U.S. retail banking market. D+H and Malauzai have had a channel partnership in place since 2014. Malauzai, which will operate as a Finastra company, will continue to sell and support Malauzai’s digital banking products across the U.S. In addition, Finastra picks up a technology team adept at open banking architecture.

Terms: Finastra has acquired Malauzai Software, Inc. Terms were not disclosed.

B IB S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

13-Jun-18 Buyer:Thoma Bravo(San Francisco, CA)----------------Target:Meridianlink, Inc.(Costa Mesa, CA)

Buyer: Thoma Bravo, a private equity firm based in San Francisco, targets control investments in strong businesses led by experienced executives. The firm has invested in many fragmented, consolidating industry sectors, but is particularly known for its history of successful investments in application software, infrastructure software and technology-enable services. Thoma Bravo currently manages a series of private equity funds representing more than $20 billion in equity commitments.

Target: Meridianlink (1998) is a provider of enterprise software solutions for financial service companies. The Company offers XpressAccounts, an end-to-end web-based account opening and funding transaction service; LoansPQ, a web-based consumer LOS and decisioning engine built on XML open architecture that integrates seamlessly with a lender’s internal systems and other third-party technology; CreditAPI, a software solution that pulls and merges credit reports from Experian, Equifax and Transunion and provides nearly instant access to VantageScore ratings and FICO scores; Mortgage Credit Link (MCL), a plug-and-play order fulfillment hub for consumer data verification. The Meridianlink platform has been integrated with most core processors and more than 200 third-party systems and product providers. Customers consist of more than 20,000 retail banks, credit unions, and credit vendors.

Deal Rationale: The transaction is a platform acquisition for Thoma Bravo. Combining Meridianlink with CRIF Lending Solutions enables Thoma Bravo to create scale benefits immediately.

Terms: Thoma Bravo has acquired Meridianlink, Inc. Thoma Bravo acquired CRIF Lending Solutions from CRIF S.p.A. contemporaneously with its acquisition of MeridianLink and, in a second step, merged CRIF Lending Solutions with Meridianlink. Tim Nguyen, MeridianLink’s Co-Founder and CEO, will lead the combined company. CRIF S.p.A. will become a shareholder in Meridianlink.

B LEND S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

13-Jun-18 Buyer:Thoma Bravo(San Francisco, CA)----------------Target:CRIF Corporation ("CRIF Lending Solutions")(Atlanta, GA)----------------Seller:CRIF S.p.A.(Bologna, Italy)

Buyer: Thoma Bravo, a private equity firm based in San Francisco, targets control investments in strong businesses led by experienced executives. The firm has invested in many fragmented, consolidating industry sectors, but is particularly known for its history of successful investments in application software, infrastructure software and technology-enable services. Thoma Bravo currently manages a series of private equity funds representing more than $20 billion in equity commitments.

Target: CRIF Lending Solutions’ ACTion, Synergy, and Achieve divisions provide technology for lending and credit processing. ACTion is a suite of products for consumer and business lending and deposit account opening. Synergy is a suite of technology components (such as data engines, scoring characteristic development tools and credit decisioning engines) that enable financial institutions to develop or enhance end-to-end credit management systems with a high degree of configurability. Achieve is an analytic decision management solution for measuring portfolio quality and profitability. Customers are primarily financial institutions, including large banks, community banks, credit unions, finance companies and credit card companies in the U.S. The Company is based in Atlanta, Georgia.

Seller: CRIF S.p.A. (1988) provides credit bureau services, business and commercial information systems, analytics and decision support, business process optimization, consultancy, marketing management, and software solutions to banks, financial institutions, utilities, insurance companies and businesses in Italy and more than 50 countries. The Company supports clients in every phases of the customer relationship cycle ranging from strategic planning to fraud prevention to acquisition, portfolio management, and debt collection. CRIF, which is based in Bologna, Italy, provides credit reporting systems in more over 20 countries and operates across Europe, the United States, Africa and Asia. CRIF is included in the prestigious FinTech 100 ranking.

Deal Rationale: Thoma Bravo acquired CRIF Lending Solutions contemporaneously with its acquisition of MeridianLink and, in a second step, merged it with Meridianlink.

Terms: Thoma Bravo has acquired CRIF Lending Solutions. Financial terms were not disclosed. The transaction did not include CRIF Select, which offers business process outsourcing solutions for direct lending, indirect lending and leasing, merchant lending, and auto dealer services. CRIF Corporation spunoff this business prior to the transaction and retained ownership thereof. As part of the transaction, CRIF S.p.A. will become a shareholder in Meridianlink.

B LEND S/SER - - - -

04-Jun-18 Buyer:Black Knight, Inc.(Jacksonville, FL)(NYSE: BKI)----------------Target:HeavyWater(Philadelphia, PA)

Buyer: Black Knight, Inc. (2013) provides software, data, and analytics solutions to the mortgage and consumer loan, real estate, and capital market verticals primarily in the U.S. It operates through two segments, Software Solutions and Data and Analytics. The Software Solutions segment offers software and hosting solutions that support loan servicing, loan origination and settlement services. The Data and Analytics segment offers data and analytics solutions to the mortgage, real estate and capital markets verticals. These solutions include property ownership data, lien data, servicing data, automated valuation models, collateral risk scores, prepayment and default models, lead generation, and multiple listing service solutions.

Target: HeavyWater provides artificial intelligence and machine learning (AI/ML) solutions for application to the financial services industry. The Company’s AVIVA platform reads, comprehends and draws conclusions based on context to mimic cognitive thinking and build expertise over time. AVIVA is used by lenders to replace “stare and compare” function such as verification of income, assets and insurance coverage. The technology reduces the cost of originating and servicing loans.

Deal Rationale: Black Knight plans to integrate HeavyWater’s technology into its own solutions and offer the technology on a standalone to its customers.

Terms: Black Knight has acquired HeavyWater. Terms were not disclosed.

M LEND S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

30-May-18 Buyer:VASCO Data Security, Inc.(Chicago, IL)(Nasdaq; VDSI)------------------Target:Dealflo Limited(London, England, UK)

Buyer: VASCO Data Security, Inc. (1996) provides digital identity security, transaction security and business productivity solutions. VASCO’s patented digital security hardware, software, and digital-signature technology protect electronic financial transactions over corporate networks and the Internet. The Company designs, develops, markets, and supports its security hardware, which includes smartcard readers. Its Digipass product line, which is used on PCs, personal digital assistants, mobile phones, and smart cards, authenticates users before they can access a network, using a password, an electronic signature, or other method. The Company’s vacman product line, including vacman Controller and vacman Middleware, lets companies and organizations add Digipass authentication to their own network for security when employees access sensitive corporate data and applications remotely. VASCO has offices in Europe, Asia, the Middle East, and the U.S. On May 30, 2018, VASCO announced the change of its name to OneSpan. It will trade on the NASDAQ under a new ticker symbol, “OSPN”, beginning on June 4, 2018.

Target: Dealflo Limited (2009) provides identity verification and end-to-end financial agreement automation services solutions. Its workflow management system automates the full lifecycle of customer onboarding by providing a flexible and automated application process, integration of third-party identity verification services, tailored and configurable contract generation, e-signature capture and secure vaulting. Dealflo’s agreement automation platform provides a flexible API that facilities the integration of multiple third party solutions for each step of the financial transaction management process. The Company has partnerships with leading identity verification providers Equifax, iovation (being acquired by TransUnion), Mitek, and GB Group, as well as OneSpan Sign (formerly eSignLive). Dealflo provides onboarding solutions to the consumer and asset financing sectors primarily in the U.K. Dealflo’s headquarters is in London and its development center is in Montreal.

Deal Rationale: The transaction combines two providers of solutions for agreement automation and creates a strong offering for customer onboarding. Vasco historically provided software for authenticating known identities through one-time passwords and other types of multifactor authentication. The acquisition of Dealflo enables VASCO to move beyond authenticating known identities to the verification of unknown identities as part of the onboarding process. VASCO’s new Trusted Identity platform, which is an API-based solution that reduces fraud associated with onboarding and transaction processing, will integrate Dealflo technology.

Terms: VASCO Data Security, Inc. has acquired privately-held Dealflo for £41 million in cash.

B SECUR S/SER £41.0 - - -

29-May-18 Buyer:PayPal Holdings, Inc.(San Jose, CA)(NasdaqGS: PYPL)-------------------Target:Jetlore, Inc.(San Mateo, CA)

Buyer: PayPal Holdings, Inc. (1998) operates a two-sided proprietary global technology platform that links merchants and consumers around the globe to facilitate the processing of payment transactions. PayPal enables consumers to more safely exchange funds with merchants using a variety of funding sources, which may include a bank account, a PayPal account balance, a PayPal Credit account, a credit or debit card or other stored value products such as coupons and gift cards. The Company’s PayPal, Venmo and Xoom products also make it safer and simpler for friends and family to transfer funds to each other. The Company also offers merchants gateway services, which include its Payflow Gateway services and Braintree Gateway services, which provide the technology that links a merchant’s website to its processing network and merchant account and enable merchants to accept payments online with credit or debit cards.

Target: Jetlore (2011) AI-powered prediction platform empowers online retailers to deliver personalize customer experience in order to increase sales and customer loyalty. The Company’s platform analyzes and interprets consumer behavior across hundreds of merchant sites to learn consumer preferences and provides simple to use solutions that enable merchants to make use of these insights. Customers include Uniqlo and Nordstrom Rack. Jetlore had raised $10.6 million from 11 investors in 4 funding rounds, according to Crunchbase.

Deal Rationale: The acquisition will enhance PayPal’s marketing solutions, adding new capabilities that will expand PayPal’s value proposition for online merchants.

Terms: PayPal has acquired Jetlore. Financial terms were not disclosed. Jetlore’s founders – Eldar Sadikov, Montse Medina and Sergey Andreev, will join PayPal.

CORP P S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

24-May-18 Buyer:SIA S.p.A.(Milan, Italy)----------------------Target:FDC’s Card Processing Businesses in Central and Southeastern Europe (the “Target Businesses”)----------------------Seller:First Data Corporation (“FDC”)(New York, NY)(NYSE: FDC)

Buyer: SIA is engaged in the design, creation and management of technology infrastructures and services for Financial Institutions, Central Banks, Corporates and the Public Sector in the areas of payments, cards, network services and capital markets. SIA Group provides its services in 48 countries, and also operates through subsidiaries in Austria, Germany, Romania, Hungary and South Africa. The Company also has branches in Belgium and the Netherlands, and representation offices in the UK and Poland. SIA is made up of eight companies: the parent SIA, the Italian companies Emmecom (innovative network applications), P4cards (card processing), SIApay (advanced collection and payment services) and Ubiq (innovative technology solutions for marketing), Perago in South Africa, PforCards in Austria and SIA Central Europe in Hungary. The Group, which currently has over 2,000 employees, closed 2017 with revenues of €567.2 million.

Target: The Target Businesses consist of First Data’s card processing businesses in parts of Central and Southeastern Europe. The Target Businesses provide card processing, card production, call center and back-office services and the management of POS terminals and ATMs. These businesses are primarily located in 7 countries: Greece, Croatia, Czech Republic, Hungary, Romania, Serbia and Slovakia. In 2017, these businesses generated a combined revenue of approximately €100 million for First Data.

Seller: First Data Corporation is a provider of commerce-enabling technology and solutions for merchants, financial institutions and card issuers.

Deal Rationale: Through the transaction, FDC disposes of businesses that are no longer core to its strategy as part of its ongoing focus on portfolio management. SIA strengthens its position in the e-payments international market, increasing its market shares in e-money high-growth countries.

Terms: SIA S.p.A. has agreed to acquire First Data’s card processing businesses in parts of Central and Southeastern Europe for €375 million. The agreement includes the transfer of about 1,400 First Data employees into SIA.

BCORP

P S/SER € 375.0 3.75x - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

23-May-18 Buyer:Mitek Systems, Inc.(San Diego, CA)(NASDAQ: MITK)-------------------Target: A2iA, SAS(Paris, France)

Buyer: Mitek (1983) develops, markets, and sells mobile image capture and identity verification software solutions for enterprise customers worldwide. Its solutions are embedded in native mobile apps and mobile optimized Websites to enhance mobile user experiences and transactions. It offers Mobile Deposit, a mobile remote deposit capture solution for retail financial institutions, brokerages and prepaid card providers; Mobile Multi-Check Capture, an integration-ready SDK that banks embed in their mobile business banking apps that facilitates batch deposit for businesses on a mobile device; Mobile Verify, an ID verification solution that can be integrated into mobile apps, mobile Websites, and desktop applications by financial service companies for safe onboarding, money movement and user authentication; Mobile Fill to pre-fill forms with personal data by snapping a picture of the consumer’s driver license, credit card, or other document; and Mobile Docs, a mobile document scanning solution.

Target: A2iA (1991) is a software company that uses artificial intelligence, machine learning and neural networks to create proprietary algorithms that process checks, IDs and documents for banks, retailers, insurance companies, mobile operators, healthcare providers and governments in more than 42 countries and 11 languages. A2iA’s products feature proprietary recognition technologies – including handwriting recognition, intelligent word and optical character recognition – that handle complex data extraction and document processing. Its toolkits enhance solutions from systems integrators and independent software vendors by delivering add-on features that capture printed and handwritten data from documents captured by a desktop scanner or mobile device. These toolkits allow complex and cursive data from all types of documents to become part of a structured database, making it searchable and reportable. A2iA recognized revenue of €12.9 million and operating income of €1.7 million in its fiscal year ended December 31, 2017.

Deal Rationale: Mitek’s acquisition of A2iA combines two market leaders in image recognition and processing. Mitek doubles the size of Mitek Labs team, forming the largest private research group of PhD scientists in computer vision, machine learning and artificial intelligence for this industry. Mitek software is deployed in 6,100 U.S. banks, including all of the top 10 financial institutions. A2iA’s software is also used by top U.S. banks as well as 100% of U.K. banks, 90% of French banks, 90% of Brazilian banks and more than 75,000 ATMs worldwide. In addition, Mitek’s Mobile Verify product’s ability to read and authenticate government-issued identity documents will be improved by using A2iA’s advanced AI algorithms.

Terms: Mitek Systems, Inc. has acquired A2iA, SAS, for €42.5 million in cash and shares of Mitek’s common stock.

B DOC S/SER € 42.5 3.29x - 25.0x

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

21-May-18 Buyer:IHS Markit Ltd.(London, England, UK)(NasdaqGS: INFO)--------------Target:Ipreo Holdings LLC(New York, NY)---------------Sellers:The Blackstone Group L.P.(New York, NY)(NYSE: BX)andThe Goldman Sachs Group, Inc.(New York, NY)(NYSE: GS)

Buyer: IHS Markit (“INFO”) is a diversified global provider of information, analytics, and expertise for major industries, financial markets, and governments. INFO’s sources and transforms data into information and analytics that its customers can use when making operational and strategic decisions. The Company integrates its information and analytics with proprietary decision-support technology on scalable platforms. INFO’s product development teams have also created proprietary Web services and application interfaces that enhance access to its information and allow its customers to integrate its offerings with other data, business processes, and applications.

Target: Ipreo (2006) develops and provides technology, data and analytics to participants in the capital-raising process, including banks, public and private companies, institutional and individual investors, as well as research, asset management and wealth management firms. Capital market products and services cover equity, fixed income, municipals, loans, and roadshow access. Research, sales, and trading solutions cover investor prospecting, roadshow and event management, and capital markets analytics. Corporate services cover global markets intelligence, bondholder ID, investor targeting, perception studies, corporate analytics, IPO services, IR workflow solutions, tax and regulatory services, proxy solicitation services, general meeting services, transaction analytics, surveillance, shareholder identification, and fixed income identification. The Company has operations in the Americas, Europe, the Middle East, North Africa, and the Asia-Pacific.

Sellers: Blackstone is a global alternative asset manager, with total assets under management of $434.1 billion as of December 31, 2017. The Goldman Sachs Group, Inc. operates as an investment banking, securities, and investment management company worldwide.

Deal Rationale: INFO picks up a high growth company with complementary business lines and deep expertise across capital markets, private markets and corporate solutions. INFO also expands its footprint in the rapidly growing alternatives market. Moreover, INFO expects cross-selling opportunities into its own customer base, opportunities to monetize Ipreo’s data and cost synergies.

Terms: IHS Markit has signed a definitive agreement to acquire Ipreo from private equity funds managed by Blackstone and by the Goldman Sachs Merchant Banking Division for $1.855 billion.

B D&A S/SER $1,855.0 - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

18-May-18 Buyer:TransUnion (“TRU”)(Chicago, IL)(NYSE: TRU)---------------Target:iovation Inc.(Portland, OR)

Target: iovation (2004) provides online businesses and their global end users with device-based authentication and mobile security solutions for fraud and risk prevention. It protects its customers through a combination of advanced device identification, shared device reputation, and real-time risk evaluation. The Company also provides a shared platform which enables businesses to benefit from the collective experience of others. Products include ClearKey, a two factor authentication solution that users a customer’s device as a second factor; LaunchKey, a multi-factor authentication solution; FraudForce, a real-time, device-based fraud prevention solution that takes into account context (where a device is located), behavior (what a device has been up to recently) and reputation (a device’s past history of fraud) and makes use of a global network of more than 40 million confirmed fraud cases; and SureScore, which predicts if a transaction can be trusted or will become fraudulent using machine learning and analytics. The Company offers its services to retail, financial services, gambling, gaming, insurance, social network, and travel and ticketing businesses. The Company raised approximately $16 million in 2 rounds, according to Crunchbase. Investors consisted of Intel Capital, Sapphire Ventures, Global Founders Capital and EPIC Ventures.

Buyer: TRU is a global risk and information solutions provider to businesses and consumers. TRU provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. Businesses embed TRU’s solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use TRU’s solutions to view their credit profiles and access analytical tools that help them understand and manage their personal information and take precautions against identity theft.

Deal Rationale: TransUnion will integrate iovation’s device identity and consumer authentication capabilities into IDVisionSM, TransUnion’s suite of fraud and identity solutions. CallCredit, which was acquired by TransUnion in June 2018, is a channel partner of iovation.

Terms: TransUnion has agreed to acquire iovation Inc. Financial terms were not disclosed. In connection with the acquisition, TransUnion granted performance share unit (“PSU”) awards representing the right to receive, in the aggregate, up to 2,791,737 shares of TransUnion common stock to 59 employees of iovation Inc. The PSUs will vest based generally on revenue performance goals during 2020 and the award recipient’s continued employment with TransUnion through December 31, 2020.

CORP FRAUD S/SER - - - -

18-May-18 Buyer:Accel-KKR(Menlo Park, CA)-------------------Target:Sageworks, Inc.(Raleigh, NC)

Buyer: Accel-KKR is a technology-focused investment firm with $4.3 billion in capital commitments. Accel-KKR focuses on middle-market companies and provides a broad range of capital solutions including buyout capital, minority-growth investments, and credit alternatives. Accel-KKR also invests across a wide range of transaction types including private company recapitalizations, divisional carve-outs and going-private transactions. In 2015, Accel-KKR acquired Banker’s Toolbox, which provides solutions for money laundering detection and reporting, risk management through fraud and kite prevention, secure wire processing automation, and commercial real estate loan portfolio risk assessment.

Target: Sageworks is a financial information company that provides lending, credit risk and portfolio risk solutions to financial institutions and provides financial analysis and valuation applications to accounting firms and private companies. Sageworks original product, Profit Cents, which was released in 1998, was designed to convert financial numbers into plain language to help business owners understand their financial statements. Sageworks later expanded its offerings into lending, credit risk and portfolio risk solutions for financial institutions as well as financial analysis and valuation applications for accounting firms and private companies. The Company offers Sageworks Lending Solution, which allows banks and credit unions analyze, decision, price and book loans based on automated templates and rules; Sageworks Credit Risk Solution, which analyzes credit risk so that lenders price loans in accordance with risk and monitor relationships to mitigate risks; Sageworks Portfolio Risk Solution, which enables management to understand and limit risk in their loan portfolio; and Sageworks API Network that bridges different data sources and applications into one interface. The Companies solutions are used by more than 1,200 U.S. banks and credit unions.

Terms: Accel-KKR has acquired Sageworks. Financial terms were not disclosed.

B LEND S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

17-May-18 Buyer:PayPal Holdings, Inc.(San Jose, CA)(NasdaqGS: PYPL)-------------------Target:iZettle AB(Stockholm, Sweden)

Buyer: PayPal Holdings, Inc. (1998) operates a two-sided proprietary global technology platform that links merchants and consumers around the globe to facilitate the processing of payment transactions. PayPal enables consumers to more safely exchange funds with merchants using a variety of funding sources, which may include a bank account, a PayPal account balance, a PayPal Credit account, a credit or debit card or other stored value products such as coupons and gift cards. The Company’s PayPal, Venmo and Xoom products also make it safer and simpler for friends and family to transfer funds to each other. The Company also offers merchants gateway services, which include its Payflow Gateway services and Braintree Gateway services, which provide the technology that links a merchant’s website to its processing network and merchant account and enable merchants to accept payments online with credit or debit cards.

Target: iZettle AB (2010) develops mobile payment services and applications for businesses and individuals. The Company offers in-store capabilities including POS; merchant tools, including SEM, working capital, inventory management, and vertical market solutions; and automated onboarding. iZettle serves entrepreneurs and small businesses in Sweden, Norway, Denmark, Finland, the United Kingdom, Germany, Spain, Mexico, the Netherlands, and Brazil. iZettle expects to generate gross and net revenues of approximately $165 million and $130 million, respectively in 2018. The Company has grown its revenues at a CAGR of approximately 60% from 2015 to 2017 and expects to reach EBITDA profitability by 2020 on a standalone basis. Investors include Zouk Capital, Index Ventures and 83North.

Deal Rationale: The transaction combines PayPal’s global scale, trusted brand and mobile and online leadership with iZettle’s in-store expertise, digital marketing strength and scalable platform, thereby enabling PayPal to offer a stronger value proposition to SMBs. SMBs are demanding integrated commerce solutions across all channels (that is, in-store, online, mobile) and value -added service to grow (e.g., marketing services, business management tools and working capital solutions. As a result of this transaction, PayPal will be able to accelerate delivery of omnichannel commerce solutions in Australia, U.K. and U.S. PayPal gains in-store capabilities in 11 markets: Brazil, Denmark, Finland, France, Germany, Italy, Mexico, Netherlands, Norway, Spain and Sweden. PayPal also gains near-term in-store expansion opportunities in other existing PayPal markets.

Terms: PayPal Holdings, Inc. has agreed to acquire iZettle AB for $2.2 billion.

CORP P S/SER $2,200.0 - - -

15-May-18 Buyer:Deutsche Bank AG(Frankfurt, Germany)(NYSE: DB)------------------Target:Quantiguous Solutions(Mumbai, India)

Buyer: Deutsche Bank (1870) provides investment, financial, and related products and services to private individuals, corporate entities, and institutional clients worldwide. It operates through three segments: Corporate & Investment Bank (CIB), Private & Commercial Bank (PCB), and Deutsche Asset Management. As of December 31, 2017, the company operated 2,425 branches in 60 countries.

Target: Quantiguous Solutions (2014) specializes in Open Banking solutions that enable financial institutions to rapidly deploy smart, simple and secure API’s to corporates, partners and third party financial technology providers. The Company’s provides consultation, engineering and support. Quantiguous specializes in conceptualizing, designing, and creating turnkey solutions for machine-to-machine interactions via APIs and human-to-machine interactions on mobile devices.

Deal Rationale: The acquisition will enable Deutsche Bank to accelerate the development of its Open Banking platform. Deutsche Bank picks up all of Quantiguous’ employees, who will join the team responsible for the development and roll-out of the bank’s global API program.

Terms: Deutsche Bank AG has acquired Quantiguous Solutions. Terms were not disclosed.

B CORE SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

10-May-18 Buyer:Silver Lake Partners(Menlo Park, CA)----------------------Target:ZPG Plc (“ZPG”)(London, England, UK}(LSE: ZPLA)

Buyer: Silver Lake Partners is a private equity firm focused technology investing that has about $39 billion in combined assets under management and committed capital.

Target: ZPG Plc (2007) owns and operates home-related digital platforms in the U.K. The company operates platforms under the Zoopla, uSwitch, PrimeLocation, and Property Software Group brands, which help consumers to research the market. The Company also offers property advertising, display advertising, and data services to estate agents, lettings agents, and new homes developers; and switching services. ZPG also owns Hometrack Data Systems, which it acquired in 2017. Hometrack (1999) provides residential property data and analytics in the U.K. and Australia. It is the UK’s leading automated valuation model (“AVM”) provider and one of the leading AVM providers in Australia, generating over 20 million automated property valuations per annum. For the fiscal year ended September 30, 2017, ZPG reported revenue of £244.538 million, EBITDA of £88.763 million, EBIT of £53.704 million and Net Income £37.408 million. Revenue growth was 24% in fiscal year 2017 versus 2018. Daily Mail & General Trust owned a 29.9% stake in ZPG.

Terms: Silver Lake Partners has agreed to acquire ZPG for 490 pence in cash, or approximately £2.2 billion (approximately $3 billion at an exchange rate of $1 = £0.7399). The purchase price represents a premium of 31% over the closing price on May 10, just prior to the announcement of the deal. EV approximately equals £2.391 billion, consisting of the purchase price (2.200 billion) less cash ($75.4 million) plus debt ($266.9 million).

RE LEAD S/SER £2,391.5 9.8x 26.9x 44.5

03-May-18 Buyer: International Business Machines Corporation (“IBM”)(Armonk, NY)(NYSE: IBM)------------------Target:Armanta, Inc. (Somerville, NJ)

Buyer: IBM (1911) is an integrated technology and services company worldwide that operates through five segments: Cognitive Solutions, Global Business Services (GBS), Technology Services & Cloud Platforms, Systems, and Global Financing. The Cognitive Solutions segment delivers a spectrum of capabilities, from descriptive, predictive and prescriptive analytics to cognitive systems. Cognitive Solutions includes Watson, a cognitive computing platform that has the ability to interact in natural language, process big data, and learn from interactions with people and computers. The GBS segment provides clients with consulting, application management services and global process services. The Technology Services & Cloud Platforms segment provides information technology infrastructure services. The Systems segment provides clients with infrastructure technologies. The Global Financing segment includes client financing, commercial financing, and remanufacturing and remarketing.

Target: Armanta (2001) is a provider of aggregation and analytics software to financial services firms. Armanta’s technology platform allows financial institutions to aggregate data across multiple systems in near real-time speed for use by management to make decisions and better address regulatory compliance and other market drivers. The Company’s offerings include a patent-pending shareable workspace called Armanta Sandbox which allows a user to change data, calculations or analytics and see the results in a test area. This ability to ask what-if questions in the Armanta Sandbox allows the user to evaluate different scenarios when predicting financial risk. Clients can also use Armanta to build their enterprise reporting solutions on top of existing analytics.

Deal Rationale: Armanta enhances IBM’s portfolio of financial risk solutions. IBM plans to integrate the Armanta business with the Watson Financial Services portfolio. IBM believes that the Armanta Sandbox is an especially good fit with Watson, as it will help clients interpret the data Watson puts out. IBM expects the acquisition to help it win business at large banks looking to use data aggregation and analytics to predict risk. Many banks, for example, are still considering the types of models they will use to implement FASB’s new credit losses standard for accounting for credit losses for certain instruments, Current Expected Credit Loss (“CECL”). In addition, the acquisition expands IBM’s SaaS offerings.

Terms: IBM has acquired Armanta. Terms were not disclosed.

B D&A S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

26-Apr-18 Buyer:Kabbage, Inc.(Atlanta, GA)--------------------Target:Orchard Platform Markets LLC(New York, NY)

Buyer: Kabbage Inc. has pioneered a financial services data and technology platform to provide access to automated funding to small businesses. Kabbage leverages data generated through business activity such as accounting data, online sales, shipping and dozens of other sources to understand performance and deliver flexible funding in real time. Kabbage makes loans to small businesses and also licenses its technology to banks. The Company has a large international network of bank partnerships and powers small business lending for ING, Santander and Scotia Bank across Canada, Mexico, Spain, the U.K., Italy and France. Kabbage’s investors include SoftBank Group Corp., BlueRun Ventures, Mohr Davidow Ventures, Thomvest Ventures, SoftBank Capital, Reverence Capital Partners, the UPS Strategic Enterprise Fund, ING, Santander InnoVentures, Scotiabank and TCW/Craton. All Kabbage U.S.-based loans are issued by Celtic Bank, a Utah-Chartered Industrial Bank.

Target: Orchard App, Inc. (2013) provides data, analytics and technology to online lenders. It offers an integrated platform that enables originators to gain exposure to various institutional investors and fund managers investing capital in the marketplace lending; and provides products and services for institutional investors to understand, execute, and manage online lending investments. Orchard’s proprietary technology platform simplifies the complexities of mass-data analyses required in capital market transactions and online financial services. Orchard has raise approximately $60 million in 4 rounds from 21 investors, according to Crunchbase. Investors include Spark Capital, Thrive Capital, as well as Vikram Pandit, a former CEO of Citigroup, and John Mack, a former CEO of Morgan Stanley.

Deal Rationale: Orchard’s current business model of providing loan and portfolio analysis to other online lenders will be discontinued. Kabbage will apply Orchard’s forecasting and predictive analytics engine to enhance internal operations, strengthen its automated underwriting platform, inform and guide future products, and offer Kabbage’s customers data-driven insights about their businesses. Moreover, Kabbage expects that its bank partners will use the reporting and analysis generated by Orchard’s technology platform to obtain a better understanding of the loan portfolios they fund and buy through Kabbage.

Terms: Kabbage has signed a definitive agreement to acquire substantially all of the assets of Orchard. Kabbage will retain Matt Burton (CEO & Co-Founder), David Snitkof (Chief Analytics Officer & Co-Founder) and more than 20 employees who are focused on advanced analytics, data science and engineering. Financial terms were not disclosed.

B LEND S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

24-Apr-18 Buyer:Billtrust, Inc.(Hamilton, NJ)-----------------------Target:Credit2B LLC(South Plainfield, NJ)

Buyer: Billtrust, Inc. (2001) provides automated invoice-to-cash solutions for businesses across business-to-business and business-to-consumer markets in North America. The company offers Quantum Invoicing, an integrated invoicing solution that automates and accelerates invoice delivery; Quantum Payments, an integrated payment solution that accept payments automatically through a variety of channels; Quantum Cash Application that helps users to make payments automatically; managed eAdoption program, a consulting service that helps businesses migrate to digital invoicing and payments; and professional services. Billtrust has done three rounds of funding, raising over $100 million. Investors included Riverwood Capital Partners, Bain Capital Ventures, Goldman Sachs Private Capital Investing and Edison Partners. Target: Credit2B LLC operates a cloud-based platform that delivers business credit information that enables businesses to determine the credit worthiness and payment habits of their customers. The platform provides the Enterprise Customer Onboarding System (ECOS), which delivers an automated online application to a new customer and, upon completion of the application; investigates the customer by accessing public filings, bank and trade references, financial metrics, a credit bureau report, risk and payment rating; and delivers a digital credit file for credit decision makers. Further, the Company provides Credit2B Profiles, which are business credit reports that include analytics, predictive payment and financial scoring, credit exposures, trade payments, and industry payment benchmarks. The information on the Profiles is derived from a network of trade creditors managed by Credit2B that enables the sharing of trade and payment information. The Company also provides credit scoring that is based on current data from many data sources.

Deal Rationale: The transaction expands Billtrust’s Quantum solution suite with the addition of business credit reports, online credit applications, machine learning credit scores and credit analytics capabilities.

Terms: Billtrust has acquired Credit2B. Terms were not disclosed.

CORP D&A S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

20-Apr-18 Buyer: TransUnion (“TRU”)(Chicago, IL)(NYSE: TRU)------------------------Target: Callcredit Information Group, Ltd.(Leeds, England, UK)

Buyer: TRU is a global risk and information solutions provider to businesses and consumers. TRU provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. Businesses embed TRU’s solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use TRU’s solutions to view their credit profiles and access analytical tools that help them understand and manage their personal information and take precautions against identity theft. TRU has a presence in over 30 countries and territories across North America, Africa, Latin America and Asia.

Target: Callcredit Information Group (2000) is the second largest credit reference agency in the UK with over 3,000 customers, including the UK's largest financial institutions and organizations in the alternative lending, insurance, telecom, utilities and public sectors, among others. The Company's innovative data solutions and software and analytics services enable real-time credit reporting and scoring, multi-bureau decisioning analysis, loan affordability assessments, customer account monitoring and management, and fraud protection and identify verification. In addition, Callcredit provides free access to credit reports and scores to consumers to help them manage their finances and offers protection against fraud and identity theft. In 2017, Callcredit generated revenue and Adjusted EBITDA of approximately £135 million and £45 million, respectively.

Seller: GTCR, a private equity firm based in Chicago, acquired Callcredit in 2014.

Deal Rationale: TRU’s has three acquisition priorities: (1) unique and differentiated data assets that augment TRU’s core contributory credit data; (2) new capabilities to expand in TRU’s vertical markets; and (3) expansion of TRU’s geographic footprint. The acquisition of Callcredit supports TRU’s strategy to grow internationally. TRU likes the UK because it is the second largest credit market in the world and is characterized by a trend towards multi-bureau usage. Callcredit is the second largest and fastest growing credit bureau in the UK. In addition, TRU believes it can achieve meaningful cost savings.

Terms: TransUnion has signed a definitive agreement to acquire Callcredit from GTCR for £1.0 billion ($1.4 billion) in cash consideration.

CORP D&A S/SER £1,000.0 7.4x 22.2x -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

20-Apr-18 Buyer:ION Investment Group Limited(Dublin, Ireland)---------------------Target:Fidessa group plc(London, England, UK)(LSE: FDSA)

Buyer: Ion Investment Group Limited (2011) operates as a holding company that develops electronic flow trading solutions, treasury solutions, SaaS-based treasury management solutions, and commodity trading and risk management solutions through subsidiary companies. ION provides these software solutions to financial institutions, central banks, governments and corporates.

Target: Fidessa's software solutions and services allow financial services firms to buy, sell and own financial assets of multiple types on a global basis. The Company operates across two main business units: Sell-side and Buy-side. The Sell-side business unit provides solutions and tools to support the trading of cash equities and derivatives globally. The solutions are scalable from the largest to the smallest operations in the sector. The Buy-side business unit provides the systems to cover every stage of the investment process for all asset classes. The systems are used by the largest investment managers in the world, as well as some of the boutique and hedge funds. Both business units leverage Fidessa's connectivity and market data infrastructure. For the financial year December 31, 2017, Fidessa generated revenue of £353.9 million, EBITDA of £89.1 million, operating profit of £49.6 million. Approximately 88% of Fidessa’s revenue in 2017 was recurring revenue.

Deal Rationale: ION believes that its established brand in fixed income and foreign exchange can reinforce Fidessa's strong brand and position in equity and derivatives trading solutions, thereby positioning the companies to compete across all asset classes. ION also expects to achieve cost savings of about $120 million per annum from a 15%-20% reduction of the combined headcount; operational improvements such as IT optimization, removal of office duplication, and supplier optimization; and not having to maintain a stock exchange listing.

Terms: On April 20, 2018, ION and Fidessa agreed on the terms of an all cash offer pursuant to ION Investment Group shall offer to acquire the entire issued and to be issued ordinary share capital of Fidessa for £38.73 in cash per share or approximately £1.5 billion. Fidessa shareholders will also receive a final dividend and a special dividend together amounting to 79.7 pence per share. EV equals Equity Value of £1.500 billion plus cash (net of the regular and special dividends) of £61.091million, or £1.439 billion as of December 31, 2017. Fidessa had no debt. The £38.73 per share offer price represents a premium of 8.3% to the current offer price of £35.67 from Temenos which was announced on February 21, 2018 and a 48.6% premium to the closing price of £26.05 per share on February 16, 2018.

CORP TRADE S/SER £1,438.9 4.1x 16.1x 29.0x

16-Apr-18 Buyer:LenderLive Network, Inc.(Glendale, CO)-------------------Target: reQuire Holdings(Virginia Beach, VA)-------------------Seller:L2 Capital Partners(Devon, PA)

Buyer: LenderLive (1999) provides mortgage services for financial institutions in the U.S. The Company offers mortgage solutions, including mortgage fulfillment and secondary market operations; settlement services, which include origination and default products, technology and data management tools, and a vendor management program; and document services, which consist of the creation, management and delivery of documents throughout the loan cycle. LenderLive is a portfolio company of Aquiline Capital Partners LLC.

Target: reQuire Holdings, through its subsidiaries, offers a range of services, including lien release tracking, title search and reporting services, title curative services, due diligence, quality assurance, asset valuation and business process management technology solutions. The Company’s subsidiaries are reQuire Real Estate Solutions, Service 1st and Covius.

Seller: L2 Capital Partners (2014) is a family office engaged in private equity investing. L2 makes both control and minority investment in business service, consumer product and manufacturing companies with enterprise values of up to $65 million. L2 was founded by Bob Levine, who co-founded Milestone Partners, a private equity firm based in Radnor, PA, in 1995.

Deal Rationale: LenderLive picks up complementary products that expand its service offerings.

Terms: LenderLive has acquired reQuire Holdings. Terms were not disclosed.

M LEND SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

15-Apr-18 Buyer:Goldman Sachs Bank USA (“GS BANK”)(New York, NY)

A subsidiary of:

Goldman Sachs Group Inc.(New York, NY)------------------------Target:Clarity Money, Inc.(New York, NY)

Buyer: Goldman Sachs Bank USA is a New York State-chartered bank.

Target: Clarity Money (2016) provides a free, mobile lending app that uses machine learning to help consumers gain insights about their personal finances and take action on those insights from within the app. Clarity was founded by Adam Dell, the brother of Michael Dell, the founder of Dell Technologies. The Company raised approximately $15 million in capital from investors including Citi Ventures, Bessemer Venture Partners, Sherpa Capital and Soros Capital.

Deal Rationale: Goldman is folding Clarity into Marcus (2016), GS Bank’s online platform. Marcus offers “no fee” personal loans and high yield savings accounts to consumers.

Terms: Goldman Sachs Bank USA has acquired Clarity Money, Inc. Terms were not disclosed.

B PFM S/SER - - - -

12-Apr-18 Buyer:Paysafe Group, plc(Douglas, Isle of Man, UK)--------------------------Target:iPayment Holdings, Inc. (“iPayment”)(Westlake Village, CA)

Buyer: Paysafe Group plc (1996) provides online processing of direct debit, credit card, and alternative payment services to businesses and individuals in Europe, North America, and internationally. It operates through Payment Processing, Digital Wallets, and Prepaid segments. The Payment Processing Division provides payment processing services to businesses, helping them accept digital payments from their customers around the world using a broad range of payment options. The Digital Wallets Division, which consists of the Company’s Skrill and NETELLER digital wallets, enables customers to make payments online to businesses and to transfer money to family and friends. The Prepaid Division offers the paysafecard product, which allows consumers to pay for goods and services online without having to enter account details by purchasing vouchers for set amounts at physical locations. The Blackstone Group and CVC Capital Partners acquired Paysafe in August 2017 at an EV of £3.20 billion.

Target: iPayment is provider of payment processing solutions to small and medium-sized businesses (SMB). The Company’s payment processing services enable merchants to accept credit cards, debit cards, checks, gift cards, and loyalty programs in traditional card-present, or swipe transactions, as well as card-not-present transactions, such as transactions over the Internet and phone. It also provides application processing, underwriting, account set-up, risk management, fraud detection, merchant assistance and support, equipment deployment, and chargeback services. The Company has more than 137,000 merchant customers and processed more than $28 billion in volume in 2017. iPayment operates both direct and indirect sales channels and is a provider and partner for hundreds of agents, sub-ISOs and software developers specializing in the SMB sector. iPayment employs over 450 employees.

Deal Rationale: The acquisition will expand Paysafe’s presence in North America, particularly in the SMB sector, and builds on Paysafe’s acquisition of Merchant Choice Payment in 2017. The integration of iPayment with Paysafe will bring merchants, partners, consumers and platforms more product choice via an integrated payments platform which includes point of sale (POS) solutions, order ahead purchases and payments, as well as online payment products such as Paysafe’s leading prepaid solution, paysafecard. When Blackstone and CVC Capital acquired Paysafe in August 2017 they stated that they planned to support Paysafe’s continued growth, both organic growth and growth through acquisitions.

Terms: Paysafe Group, plc has agreed to acquire iPayments Holdings, Inc. Terms were not disclosed.

CORP P S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

12-Apr-18 Buyer:Corelogic, Inc. (“CLGX”)(Irvine, CA)(NYSE: CLGX)-------------------------Target:a la mode technologies, llc(Oklahoma City, OK)

Buyer: CoreLogic is a provider of property information, analytics and data-enabled services. The Company’s two business segments are Property Intelligence & Risk Management Solutions ("PIRM") and Underwriting & Workflow Solutions ("UWS"). The PIRM segment combines property information, mortgage information and consumer information to deliver housing market and property-level insights, predictive analytics and risk management capabilities. This segment offers proprietary technology and software platforms to access, automate or track this information and assist its clients with decision-making and compliance tools in the real estate and insurance industries. The UWS segment combines property, mortgage and consumer information to provide mortgage origination and monitoring solutions, including underwriting-related solutions and data-enabled valuations and appraisals.

Target: ALM (1985) provides cloud, mobile, and desktop software used by residential and commercial appraisers to produce and store forms-based appraisal reports and supporting documents, collaborate with and market to appraisal clients and partners, manage back-office functions of large and small appraisal businesses, and collect, analyze, distribute, and otherwise apply property-related data to the creation of appraisal reports. The Company was founded by Dave Biggers.

Deal Rationale: The transaction is a fit with CLGX’s Valuation Solutions Group, which CLGX has been growing through acquisitions. In August 2017, CLGX acquired Mercury Network, which provides a SaaS appraisal vendor management platform and related products mainly for small and medium-sized lenders and appraisal management companies (“AMCs”). In April 2016 CLGX acquired FNC, Inc. for $400 million. FNC offers real estate collateral technology, including Collateral Management System, a compliance and appraisal workflow platform that automates appraisal vendor management, mainly for large banks. In October 2015, CoreLogic acquired Landsafe Appraisal Services, Inc., an AMC, from BankAmerica Corporation for $122 million. In December 2015, CLGX agreed to acquire Wells Fargo’s 49.9% in RELS LLC, an AMC, for $65 million. (CLGX already owned 50.1% of RELs.) The current transaction reunites ALM with Mercury Network, which ALM sold in 2015 to Serent Capital.

Terms: CoreLogic has acquired 100% of the equity interests of a la mode technologies, llc. Terms were not disclosed.

M A S/SER $120.0 - - -

10-Apr-18 Buyer: Primus Capital (Cleveland, OH)--------------Target:Top of Mind Networks, LLC(Atlanta, GA)

Buyer: Primus Capital is a growth-oriented private equity firm focused on healthcare, software/technology and technology-enabled services. Primus makes both minority and control investments.

Target: Top of Mind Networks, LLC (2003) provides customer relationship management and marketing automation software for mortgage lenders. Surefire CRM, a turnkey solution, allows loan officers to add and manage contacts, send emails and execute email drip marketing campaigns, automate database marketing, engage with customers by using interactive tools and games, send customized video email, and intake online 1003 apps, among other things.

Deal Rationale: The funding provides liquidity to shareholders and capital to grow market share, invest in product development and expand services for new and existing clients.

Terms: Primus Capital has made a significant growth investment in Top of Mind Networks, LLC. Terms were not disclosed.

M CRM S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

05-Apr-18 Buyer:Stone Point Capital LLC(Greenwich, CT)-------------------------------Target:American Mortgage Consultants, Inc. ("AMC")(New York, NY)

Buyer: Stone Point Capital LLC is a financial services-focused private equity firm. The firm has raised and managed seven private equity funds – the Trident Funds – with aggregate committed capital of approximately $19 billion. Stone Point targets investments in the global financial services industry, including investments in companies that provide outsourced services to financial institutions, banks and depository institutions, asset management firms, insurance and reinsurance companies, insurance distribution and other insurance-related businesses, specialty lending and other credit opportunities, mortgage services companies and employee benefits and healthcare companies.

Target: AMC (1996) is a nationwide residential and consumer loan due diligence, quality control, securitization review, MSR review, advance assessment, servicing oversight, technology, and consulting services provider. AMC’s customizable solutions are used by clients of all sizes and many types including Wall Street banks, regional and community banks, government agencies, REITs, hedge funds, private equity funds, mortgage and bond insurers, originators, and mortgage servicing clients nationwide. In January 2017, AMC acquired a business unit that provides due diligence and quality control for residential mortgages from Stewart Title Company. The business unit was comprised two companies that STC had acquired – Allon Hill, a due diligence firm, and Wetzel Trott, a provider of origination and servicing quality control. In December 2015, AMC acquired JCII & Associates, which provided transactional residential mortgage due diligence, among other things.

Deal Rationale: Stone Capital has domain expertise in the residential mortgage sector through its ownership of Situs Holdings, which provides advisory services to the finance and real estate industries. In January 2018, Situs acquired Mountain View Financial Solutions which provides ALM (asset liability management) model validations; residential MSR (mortgage servicing rights) valuations, structured finance valuations (RMBS, ABS, CMBS, CLO and CDO); core deposit analysis, residential whole loan transaction advisory services; and residential MSRs transaction advisory services. In 2017, Situs acquired The Collingwood Group, a Washington, DC-based advisory firm led by the former head of FHA, and partners who have held senior leadership positions in HUD, Fannie Mae, Freddie Mac, and FHFA, focused on housing policy and regulation.

Terms: Stone Point Capital LLC has acquired a majority stake in American Mortgage Consultants Inc. Financial terms were not disclosed.

M DUE S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

28-Mar-18 Buyer:Silver Lake Partners(Menlo Park, CA)----------------------Target:Credit Karma, Inc.(San Francisco, CA)

Minority Stake

Buyer: Silver Lake Partners, a private equity firm focused technology investing, is based in Menlo Park.

Target: Credit Karma (2007) is a personal finance technology company with more than 80 million members in the United States and Canada, including almost half of all millennials. The Company offers a suite of products for members to monitor and improve credit health, prepare and file income taxes, monitor their identities, and track and manage vehicle information and financing solutions. In addition, Credit Karma leverages advanced data modeling to analyze and identify the best financial products available for its members from among its partners, who are providers of financial services, like banks offering credit cards. Credit Karma has originated more than $40 billion in credit products including credit cards, personal loans, mortgages, automotive financing, and student loan refinancing. Credit Karma is free to consumers. The Company gets paid by its partners when a consumer accepts a product offer on Credit Karma’s website. In 2015, Credit Karma raised an estimated $310 million at a valuation of approximately $3.1 billion from investors including Brookside Capital and Bain Capital Ventures, according to PitchBook.

Deal Rationale: The transaction is a liquidity event for existing shareholders.

Terms: Silver Lake has agreed to acquire a significant minority stake in Credit Karma through the acquisition of common stock from existing equity holders for approximately $500 million. No other financial terms were disclosed. The $500 million sales was at an EV of approximately $4 billion (PitchBook).

B LEAD S/SER $4,000.0 - - -

26-Mar-18 Buyer:Narrow Gauge Capital(Boston, MA)----------------------Target:Class Appraisal, LLC(Troy, MI

Buyer: Narrow Gauge Capital is a private equity firm controlled by Adam Doctoroff and Travis Metz, who formerly invested on behalf of Monitor Clipper Partners, LLC. NGC pursues buyouts and recapitalizations in growth-oriented businesses with strong management teams. NGC is currently pursuing transactions in health care services, financial services, building products, distribution and logistics. ICG Strategic Equity and Aberdeen Standard Investments provided equity co-investment in the transaction alongside Narrow Gauge Capital.

Target: Class Appraisal, LLC (2009), an appraisal management company (“AMC”), is a nationwide provider of real estate asset valuation and appraisal management solutions to the residential mortgage industry. The Company offers residential appraisals nationwide, 24/7 access for ordering and tracking, experienced support staff, a network of state-certified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance.

Terms: Narrow Gauge Capital has acquired Class Appraisal, LLC. Terms were not disclosed.

M A SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

15-Mar-18 Buyer:Experian plc(Dublin, Ireland)(LSE: EXPN.L)------------------------Target:Clear Score Technology Ltd. (dba ClearScore(London, England, UK)

Buyer: Experian plc (1803), an information services company, provides data and analytical tools to businesses and organizations worldwide. The company operates in four segments: Credit Services, Decision Analytics, Marketing Services, and Consumer Services. The Credit Services segment holds, protects, and manages data that helps organizations to lend, as well as prevents fraud. This segment holds information of people and businesses that have applied for credit and their history of repaying it. The Decision Analytics segment provides data, analytics, and software platform that enables its clients to compile, standardize, and retrieve the data; and helps them to manage the decision-making process and workflows. The Marketing Services segment provides a marketing platform that helps its clients to plan, manage, and execute their campaigns; allows them to communicate with their customers through post and social media, and by email; and helps them to measure the success of their campaigns. The Consumer Services segment offers identity protection services.

Target: ClearScore (2014) is a lead generation company that matches consumers with personal financial products online and through mobile apps. The Company provides consumers with free access to credit reports and credit scores and then introduces them to personal financial products that match their individual circumstances. ClearScore has on boarded 6 million members in the U.K. through its free membership model. The Company generates revenue through referral fees paid by lenders and other service providers that offer products on its website. ClearScore raised approximately $15.6 million in funding from Blenheim Chalcott, Brightbridge Ventures, Lead Edge Capital, and QED Investors (PitchBook). For 2018, ClearScore is on track to generate revenue of approximately GBP£275 (US$55 million), which is an increase of close to 50% from approximately GBP£26.4 million (US$37 million) in 2017. The ClearScore’s EBIT contribution to Experian is expected to be “neutral” in 2018.

Deal Rationale: Through the transaction, Experian increases the services it offers to U.K. consumers. Experian expects cost synergies of approximately US$25m per annum. Experian projects one-time integration expenses of US$20m to integrate the business and realize the planned synergies.

Terms: Experian plc has agreed to acquire Clear Score Technology Ltd. for GBP£275 million or US$385 based on GBP£/US$ exchange rate of 1.40 as at March 14, 2018.

B LEAD S/SER £275.0 7.4x - neg.

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

15-Mar-18 Buyer:Credit Karma, Inc.(San Francisco, CA)------------------------Target:Friendly Finances, Inc. (San Francisco, CA)

Buyer: Credit Karma (2007) is a personal finance technology company with more than 80 million members in the United States and Canada, including almost half of all millennials. The Company offers a suite of products for members to monitor and improve credit health, prepare and file income taxes, monitor their identities, and track and manage vehicle information and financing solutions. In addition, Credit Karma leverages advanced data modeling to analyze and identify the best financial products available for its members from among its partners, who are providers of financial services, like banks offering credit cards. Credit Karma has originated more than $40 billion in credit products including credit cards, personal loans, mortgages, automotive financing, and student loan refinancing. Credit Karma is free to consumers. The Company gets paid by its partners when a consumer accepts a product offer on Credit Karma’s website. In 2015, Credit Karma raised an estimated $310 million at a valuation of approximately $3.1 billion from investors including Brookside Capital and Bain Capital Ventures, according to PitchBook. In March 2018, raised $500 million from Silver Lake Partners.

Target: Friendly Finances, Inc. (2015), a chatbot app developer, offers Penny, a mobile software application that helps users keep track of their income and spending. Penny provides personal finance management; financial security; and additional services, including monitoring for unwanted and unauthorized charges for credit card accounts, bank accounts, and other financial accounts specified by the user and others. The application sends charts and insights to help users to know how they’re spending in real-time; and automatically identifies spending across all of users’ accounts and categorizes transactions into simple categories. The app uses a chatbot to interface with the user.

Deal Rationale: Credit Karma plans to incorporate Penny’s conversational technology into its technology, but will not continue to offer Penny as a standalone app.

Terms: Credit Karma, Inc. has acquired Friendly Finances, Inc. Terms were not disclosed.

B LEAD S/SER - - - -

14-Mar-18 Buyer:Nordic Capital Limited(St. Helier, Jersey, Channel Islands)-----------------------------Target:Trustly(Stockholm, Sweden)---------------------------Seller:Bridgepoint Development Capital(London, England, UK)

Buyer: Nordic Capital (1989) is a private equity investor in the Nordic region with a focus on Healthcare, Technology & Payments, Financial Services, Industrial Goods & Services and Consumer & Retail. Nordic has a track record in payments, having invested in Bambora which provides a payment platform, and Point, a payment terminal and software company. Nordic Capital has invested EUR 12 billion in close to 100 investments. The Nordic Capital Funds are based in Jersey and are advised by advisory entities, which are based in Sweden, Denmark, Finland, Norway, Germany and the UK.

Target: Trustly (2008) is an online payment provider that offers cross-border payments to and from consumer bank accounts at over 3,000 banks in 29 European markets. Trustly enables consumers to make cross border payments for online purchases from their bank accounts in three easy steps – (1) select a bank and log in with regular access codes over a secure, encrypted connection; (2) chose an account from which to make payment; and (3) verify a purchase. The Company focuses on e-commerce, travel, gaming and financial services businesses. Trustly has 190 employees and is headquartered in Stockholm, Sweden, with regional offices in Spain, Malta, Germany and the UK. Trustly is a licensed Payment Institution under the supervision of the Swedish Financial Supervisory Authority.

Seller: Bridgepoint Development Capital is a European middle market private equity firm.

Deal Rationale: Trustly has domain expertise in the payments space. The deal comes as PSD2 requires banks to open up their systems to party providers like Trustly.

Terms: Nordic Capital has acquired a majority stake in Trustly from Bridgepoint Development Capital and other shareholders. Management, founders and investment firm Alfven & Didrikson will remain shareholders. Financial terms were not disclosed.

CORP P S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

13-Mar-18 Buyer:Dart Appraisal(Troy, Michigan)--------------------Target:Valuation Management Group(Marietta, GA)

Target: Valuation Management Group (VMG) (2006) is an appraisal management company that offers residential and commercial appraisal services. VMG handles the entire appraisal process. For residential and commercial properties, VMG vets the appraisers, manages the appraiser panel, engages the appraisers and performs an appraisal review. On commercial properties, VMG also handles the bid process and orders environmental risk assessments. VMG also offers review only services.

Buyer: Dart Appraisal (1993) is a national appraisal management company (AMC). The Company manages a nationwide panel of licensed appraisers who typically live and work within 8 miles of subject properties. Dart‘s business is enabled by proprietary appraisal management technology.

Deal Rationale: Through the acquisition, Dart picks up new products, expands its network of appraisers and adds employees. Importantly, the acquisition is Dart’s entry into the commercial appraisal market. Dart will now be able to sell commercial appraisal services to its existing customer base. Furthermore, the acquisition enables Dart to strengthen its geographic footprint, specifically in Florida, Georgia, North Carolina, South Carolina and Alabama.

Terms: Dart Appraisal has acquired Valuation Management Group. Terms were not disclosed.

M A SER - - - -

13-Mar-18 Buyers:Silver Lake Partners(Menlo Park, CA)andBattery Ventures(Boston, MA)-------------------------------Target:Environmental Data Resources, Inc. (“EDR”)(Shelton, CT)------------------------------Seller:Daily Mail and General Trust plc (“DMGT)(London, England, UK)

Buyers: Silver Lake Partners, a private equity firm focused technology investing, is based in Menlo Park. Battery Ventures (1983) is a private equity and venture capital investment firm based in Boston.

Target: Environmental Data Resources Inc. (“EDR”) (1990”) is a provider of environmental risk information services and related workflow applications for the commercial real estate industry in the United States. The Company’s reports, subscription services and other solutions help its customers – including environmental consultants and engineers, appraisers, lenders and lawyers - manage real estate due diligence processes efficiently and effectively. For example, EDR provides environmental consultants and engineers with information, such as radius map reports, area and corridor studies, environmental records report for large and irregularly shaped properties, city directory reports, EDR mobile application, historical aerial photos, topographic maps, property tax maps, environmental reports, building permit reports, preliminary assessment reports, and multi-tenant retail facility search-reports. EDR provides real estate lenders with a single platform (Collateral 360) to manage their property due diligence, including appraisal procurement and management, environmental investigations, flood certificates, collateral site inspections, tax monitoring and lease comparables. Environmental Data Resources, Inc. operates as a subsidiary of Daily Mail and General Trust plc.

Deal Rationale: The sale of EDR supports DMGT's strategic priorities of increasing portfolio focus and enhancing financial flexibility.

Terms: Silver Lake Partners and Battery Ventures have agreed to acquire Environmental Data Resources, Inc. from Daily Mail and General Trust plc for $205 million.

RE DUE S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

06-Mar-18 Buyer:CRIF S.p.A.(Bologna, Italy)-----------------------Target:Dun & Bradstreet Philippines(Manila, Philippines)-----------------------Seller:The Dun & Bradstreet Corporation(Short Hills, NJ)(NYSE: DNB)

Buyer: CRIF S.p.A. (1988) provides credit bureau services, business and commercial information systems, analytics and decision support, business process outsourcing, consultancy, marketing management, and software solutions to banks, financial institutions, utilities, and businesses in Italy and internationally. The Company supports clients in various phases of the customer relationship cycle ranging from strategic planning to fraud prevention to acquisition, portfolio management, and debt collection. CRIF, which provides credit reporting systems in 20 countries, operates across Europe, the United States, Africa and Asia. Founder members and management own 90% of CRIF. Credit institutions, including BNL-BNP Paribas, Deutsche Bank and Banco Popolare, own the remaining 10%.

Target: Dun & Bradstreet Philippines has been serving the business information needs of the Philippine market for over a decade, counting among its clients many of the top national corporations as well as several well-known small and medium-sized enterprises (SMEs).

Seller: The Dun & Bradstreet Corporation (“DNB”) (1841) provides commercial data, analytics, and insight on businesses. The company operates through two segments, Americas and Non-Americas.

Deal Rationale: CRIF’s acquisition of Dun & Bradstreet Philippines, which is part of CRIF's strategy to expand globally, strengthens its position in the Association of Southeast Asian Nations (ASEAN) region. CRIF has been present in the Philippines since 2013 through a commercial office based in Manila and was granted a Special Accessing Entity license by the Credit Information Corporation (CIC) in 2016. CRIF also operates in the Republic of Singapore, Malaysia, China, India, Hong Kong, Vietnam and Taiwan. CRIF has been a partner of DNB since 2009 and has acquired DNB’s operations in Italy (2009), Turkey (2012), the UAE (2014), Egypt (2016) and Vietnam (2018).

Terms: CRIF has acquired 95.14% of shares in Dun & Bradstreet Philippines. Dun & Bradstreet International, Ltd. (DBI) retains the remaining shares.

CORP D&A S/SER - - - -

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

21-Feb-18 Buyer:Temenos Group AG(Geneva, Switzerland)(SIX: TEMN)---------------------------Target:Fidessa group plc(London, England, UK)(LSE: FDSA)

Buyer: Temenos (1993) offers software that manages financial institutions’ front, middle and back office activities, including retail, private, corporate and commercial banking (including e-banking), treasury and investment, fund and asset management, trade finance and risk management. Temenos has two core banking systems that cover core functions such as deposit-taking, lending and Internet banking. TEMENOS T24 (T24), supports Retail, Corporate & Correspondent, Universal, Private, Islamic and Microfinance & Community banks globally. TEMENOS Corebanking (TCB) is aimed at the world’s largest retail banks (+10m accounts). Temenos has 64 offices in 41 countries and more than 2,000 customers in more than 150 countries.

Target: Fidessa's software solutions and services allow financial services firms to buy, sell and own financial assets of multiple types on a global basis. The Company operates across two main business units: Sell-side and Buy-side. The Sell-side business unit provides solutions and tools to support the trading of cash equities and derivatives globally. The solutions are scalable from the largest to the smallest operations in the sector. The Buy-side business unit provides the systems to cover every stage of the investment process for all asset classes. The systems are used by the largest investment managers in the world, as well as some of the boutique and hedge funds. Both business units leverage Fidessa's connectivity and market data infrastructure. For the financial year December 31, 2017, Fidessa generated revenue of £353.9 million, EBITDA of £89.1 million, operating profit of £49.6 million. Approximately 88% of Fidessa’s revenue in 2017 was recurring revenue.

Deal Rationale: The transaction combines the complementary product sets of Temenos (banking) and Fidessa (capital markets). Temenos believes that transaction will help it expand its relationships with Tier 1 and Tier 2 banks. In addition, Temenos expects to achieve approximately $60 million per annum in pre-tax cost synergies within three years and to benefit from cross-selling opportunities.

Terms: On February 20, 2018, Temenos and Fidessa agreed on the terms of an all cash acquisition by Temenos of the entire issued and to be issued ordinary share capital of Fidessa. Fidessa shareholders will receive £35.67 in cash per share or approximately £1.4 billion. Fidessa shareholders will also receive a final dividend and a special dividend together amounting to 79.7 pence per share. EV equals Equity Value of £1.400 billion plus cash (net of the regular and special dividends) of £61.091 million, or £1.339 billion as of December 31, 2017. Fidessa had no debt. The £35.67 per share offer price represents a premium of 36.9% to the closing price of £26.05 per share on February 16, 2018. (Withdrawn)

S TRADE S/SER £1,338.9 3.8x 15.0x 27.0x

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SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

07-Feb-18 Buyer:Warburg Pincus LLC(New York, NY) ---------------------Target:Fiserv’s Lending Solutions Business---------------------Seller:Fiserv, Inc.(Brookfield, WI)(NASDAQ: FISV)

Buyer: Warburg Pincus is a PE firm that was established over 50 years ago and has invested more than $60 billion in more than 780 companies in more than 40 countries around the world. It has invested $10 billion of its total $44 billion in private equity under management in more than 90 finance and financial technology firms (nearly 20 of which are banks). Warburg Pincus’s notable financial services and fintech investments include AllFunds Bank, Arch Capital, China Huarong Asset Management, FIS/Metavante, HDFC, Interactive Data Corporation, Mellon Bank, Network International, Elavon, Sterling Financial Corp, Santander Consumer USA, Wall Street Systems and Webster Bank. In 2017, Warburg acquired a 35% stake in The Avaloq group, a Switzerland-based core banking software provider.

Target: Fiserv’s Lending Solution Business includes all of Fiserv’s automotive loan origination and servicing products and related operations, as well as LoanServ, Fiserv’s mortgage and consumer loan servicing platform. The Lending Solutions Business does not include Fiserv’s Secure Lending product for e-contracting or its UniFi mortgage origination platform, both of which Fiserv will retain.

Seller: Fiserv, Inc. is a global provider of financial services technology. The Company’s Payments and Industry Products segment primarily provides debit, credit and prepaid card processing and services, electronic bill payment and presentment services, Internet and mobile banking software and services, person-to-person payment services, and other electronic payments software and services. The Company’s Financial Institution Services business segment provides account processing services, item processing and source capture services, loan origination and servicing products, cash management and consulting services.

Deal Rationale: Through its strategic planning activities, Fiserv seeks to achieve the right mix of businesses. Over the past year, Fiserv has sold a few smaller businesses and completed four acquisitions (Online Banking Solutions, PC Lender, Dovetail and Monetise).

Terms: Warburg Pincus LLC has entered into a definitive agreement with Fiserv, Inc. to acquire a 55% stake in the Lending Solutions business of Fiserv. Fiserv will receive approximately $395 million in net after-tax proceeds and retain a 45% equity interest in the business.

AUTO LEND S/SER - - - -

Page 56: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

02-Feb-18 Buyer:Urban FT, Inc.(New York, NY)------------------------Target:Digiliti Money Group, Inc.(Minneapolis, MN)(OTCMKTS: DGLT)

Buyer: Urban FT, Inc. develops a white-labeled digital banking platform for regional and community banks and prepaid program managers in the U.S. It offers mobile banking applications, Internet banking solutions, and payment solutions. The Company’s platform combines online banking with social media engagement for the purpose of engaging customers by combining their financial and social lives. The platform offers banking functionality, such as pre-paid card programming, account aggregation, mobile check deposit, account transfers, direct deposit and bill pay; personal financial management tools; venue and deal discovery; and social engagement, including social posting to share photos, reviews and ratings and check-ins with friends.

Target: Digiliti provides SaaS remote deposit capture software to banks, credit unions, and alternative financial service providers. It provides Select Mobile Money, a prepaid mobile money platform that links various mobile banking features with a prepaid debit card issued by financial institutions or alternative financial service providers. It also offers various RDC products that enable users to scan and deposit checks from PC, Mac or mobile device. It offers Select Mobile NowPay, an RDC solution that enables borrowers to make loan payments using a Smartphone app; and Select Mobile Account Opening, which streamlines the account opening process by utilizing photo imaging to capture customer data and auto-populating an account opening application form.

Deal Rationale: In August 2017, Digiliti indicated that it was reviewing strategic options to restructure the Company, including sale of company or filing for Chapter 11 bankruptcy.

Terms: Digiliti Money Group, Inc. (“DGLT”), Digiliti Money, Inc., a wholly owned subsidiary of DGLT (“DMI”), Urban FT Group, Inc., (“UFTG”) and FinTech Imaging Solutions, Inc., an affiliate of UFTG (“FTIS”), entered into an agreement pursuant to which DMI will merge with FTIS, with FTIS becoming the surviving entity. Prior to the closing, DMI will transfer its core technology assets to Digital Money Technologies, Inc., a newly formed subsidiary of DGLT (“DMT”) that is not subject to the Merger, and which entity will license said software to Urban FT (North America), LLC, a wholly owned subsidiary of UFTG (“UFT-NA”) for two years for a license royalty fee of $360,000 per year. The software license also grants UFT-NA a right of first refusal with respect to the core software assets being licensed by them, along with an option to purchase said software for $3,000,000. In consideration of the merger, DGLT shall receive a payment of $250,000, assumption of certain liabilities by FTIS, a Secured Promissory Note (the “FTIS Note”) issued by FTIS in the amount of $2,370,163 and a one-year revenue share relating to the DMI prepaid card business.

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Page 57: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

30-Jan-18 Buyer:Finastra Group Holdings Limited (London, England, UK)------------------------Target:Olfa Soft SA(Geneva, Switzerland)

Buyer: Finastra was formed in 2017 through the merger of Misys plc and DH Corporation (D+H). Vista Equity Partners, a U.S.-based private equity firm, acquired DH Corporation in March 2017, and subsequently combined it with Misys plc, a financial services software company it had owned since March 2012. Finastra offers a broad portfolio of financial services software, including retail banking, lending, and treasury and capital markets software.

Target: Olfa Trade (2011) specializes in IT solution engineering and implementation solutions for the finance and banking industry and has extensive experience in the field of trading platform design and integration. Olfa offers Seamless FX, a foreign exchange institutional trading platform. A true STP, Olfa’s trading platform instantly routes orders and calculates optimized prices to maximize profits for banks and brokerage firms. The platform is very fast, with an average latency time of only 0.04 milliseconds, which is especially helpful to customers using high frequency trading models. Seamless FX uses Polymorph technology, which allows Olfa to customize the platform to fit the design and order management needs of any client. The Olfa trade platform is a turnkey solution that does not require integration costs. The Company also offers FIX API, which allows customers to connect to a network of more than 50 liquidity providers with the capability to receive market data and execute orders; Position Keeper, a corporate treasury platform that serves as a centralized position management tool; White FX, a solution that includes a front-end execution coupled with back-end reporting; Olfa Trading Widget, which enables trading via e-banking solutions; FX Aggregator, an aggregation technology that delivers an ultra-low latency connection to multiple sources of liquidity; Sales Pad, which allows salespeople to manually make a quote to a client; Market Impact, a real-time analysis and reporting solution; Order Management System, which enables users to manage client orders; and MetaTrader 4, a bridge that allows brokers to submit client orders, wait for confirmation and then send confirmation or rejection in milliseconds.

Deal Rationale: The acquisition will allow Finastra to offer a unique end-to-end real-time eFX trading solution to bank treasury departments. Finastra and Olfa Soft have collaborated since June 2017. The transaction will enable Finastra to tightly integrate the Olfa Soft Seamless FX platform with its own FusionCapital Treasury solution suite. The transaction is Finastra’s first since its formation through the merger of Misys and D+H.

Terms: Finastra has acquired Olfa Soft SA. Terms were not disclosed.

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Page 58: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

25-Jan-18 Buyer:GDS Link LLC(Dallas, TX)--------------------Target:Fraudscreen Ltd.(Leeds, England, UK)

Buyer: GDS Link LLC (2006) provides risk management solutions for multiple verticals within the financial services industry including marketplace lending, retail finance, alternative financial services, credit card lending, auto lending, and business lending and leasing. The Company’s core platform, DataView360, helps users implement credit risk strategies in support of their lending and account management practices. GDS Link’s data bureau gateway provides easy access to a third-party data sources in support of risk assessment, fraud prevention and mitigation, income and employment verification processes. The Company also offers a workflow component that fulfills a client’s requirements for processing applications that require manual intervention. GDS Link is headquartered in Dallas, Texas with seven international offices including the United Kingdom and Spain.

Target: Fraudscreen (2003) operates a closed user group of member companies which contribute data customer transactions to a database held by Fraudscreen. These transactions are highly diverse and may include loan repayments, insurance claims, retail returns, premium payments or many other transactions that offer the opportunity to gain financially by acting dishonestly. Fraudscreen then analyzes the data using custom algorithms and produces descriptive codes that are predictive of dishonesty. The Company’s solutions can be used by insurers and insurance brokers, credit providers, telecoms, retail finance, retail (cash with order) and utilities. For example, credit providers use Fraudscreen (a) to pre-screen marketing files for risk, (b) as input to scoring models, (c) to reduce default rates, (d) to increase automated decisions, (e) to provide useful predictability measures when working with thin files, (e) in collections work to differentiate “can’t pay” from “won’t pay”, among other things.

Deal Rationale: GDS Link will now have access indicators of intent and honesty to feed into its data and decision engines. Fraudscreen will enable GDS Link’s customers to underwrite more thin file applicants.

Terms: GDS Link LLC has acquired Fraudscreen Ltd. Terms were not disclosed.

B FRAUD S/SER - - - -

19-Jan-18 Buyer:Bain Capital Ventures(Boston, MA)---------------------Target:defi SOLUTIONS, Inc.(Grapevine, TX)

Majority Stake

Buyer: Bain Capital Ventures (“BVC”), a subsidiary of Bain Capital, invests from seed- to growth-stage across a range of sectors, including infrastructure software, SaaS and data services, security, commerce, fintech, and healthcare. BCV has approximately $3 billion of assets under management and offices in the San Francisco Bay Area, New York City and Boston.

Target: defi SOLUTIONS, Inc. (2012) provides a configurable SaaS platform for loan origination, servicing and analytics, primarily for auto lending. Originally a provider of an LOS for auto lending, recently defi has expanded its offerings to include a broad suite of solutions for independent and captive finance companies, banks, credit unions, solar providers, Buy Here Pay Here dealers, and personal and business lenders. The Company offers defi LOS, a loan origination platform for lenders; defi SERVICING, a loan management and servicing platform; defi ANALYTICS, a data analytics platform that is integrated with defi LOS; defi Digital, a platform that enables transferring and receiving loan documents; and defi EXCHANGE, a web-based auto loan portfolio marketplace that helps lenders sell loans by providing direct access to multiple buyers. In addition, it offers technical support services in the areas of third party integration and implementation; and a mobile application that enables sales representatives in the field to access loan approval status, requests, decisions, and other loan specifics from mobile devices.

Deal Rationale: The sale of secondary shares provides liquidity to selling shareholders. The sale of primary shares provides capital to accelerate the development of existing and emerging products; expand resources and facilities; and increase headcount in 2018 by as much as 50% in 2018. Employees will be added to all teams, including client support, technology services, and sales and marketing.

Terms: defi SOLUTIONS, Inc. has raised $55 million in a Series C investment from Bain Capital Ventures. BVC acquired both primary and secondary shares.

B LEND S/SER - - - -

Page 59: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

09-Jan-18 Buyer:Toronto-Dominion Bank(Toronto, ON, Canada)(TSX: TD) (NYSE: TD)-----------------------Target:Layer 6 Inc.(Toronto, ON, Canada)

Buyer: The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the sixth largest bank in North America by branches and serves more than 25 million customers in three key businesses operating in a number of locations in financial centers around the globe: Canadian Retail, including TD Canada Trust, TD Auto Finance Canada, TD Wealth (Canada), TD Direct Investing, and TD Insurance; U.S. Retail, including TD Bank, America's Most Convenient Bank, TD Auto Finance U.S., TD Wealth (U.S.), and an investment in TD Ameritrade; and Wholesale Banking, including TD Securities. TD also ranks among the world's leading online financial services firms, with approximately 11.5 million active online and mobile customers. TD had CDN$1.3 trillion in assets on October 31, 2017.

Target: Layer 6 provides artificial intelligence for the enterprise. Its platform is used for prediction and personalization. Its customers are in the financial services and insurance firms, e-commerce and media industries. Layer 6 enables a financial institution to deploy advanced Machine Learning solutions through an Artificial Intelligence prediction engine for enterprise data. The platform analyzes various forms of data to anticipate a customer’s needs, thereby allowing a financial institution to provide a more personalized experience in real-time. Layer 6 was founded by Jordan Jacobs, Tomi Poutanen and Maks Volkovs in Toronto, and launched publicly in late 2016. Jordan Jacobs and Tomi Poutanen are also co-founders of the Vector Institute for Artificial Intelligence, which aims to be a global leader in AI research, to graduate the most PhDs and Masters in Machine Learning of any institution, and to be the engine of a world-leading AI ecosystem in Canada. Vector launched in 2017 with $230 million of backing from over 30 companies including TD, and the governments of Canada and Ontario.

Deal Rationale: The transaction builds on other TD initiatives in AI including an agreement to integrate the KAI Banking platform of Kasisto, a conversational AI provider, with TD’s mobile app; TD’s collaboration with Amazon to introduce new voice banking skills on Alexa; TD’s offering of a chatbot on Twitter to empower customers to get instant help on general inquiries; and TD’s collaboration with the Vector Institute for Artificial Intelligence.

Terms: TD Bank Group has acquired Layer 6 Inc. Terms were not disclosed.

B D&A S/SER - - - -

08-Jan-18 Buyer:Loyalty Express LLC(Woburn, MA)------------------Target:Lending Manager LLC(Newark, DE)

Buyer: Loyalty Express (2004) provides cloud-based customer relationship management (CRM) and automated marketing solutions for mortgage companies and banks. The Company offers CustomerManager and Marketing Central. CustomerManager is an enterprise SaaS CRM and automated marketing platform with integrated email, direct mail and print fulfillment. MarketingCentral is a cloud-based store that provides compliant and branded sales collateral and integrated print fulfillment. New Capital Partners, a private equity firm based in Birmingham, Alabama, made an investment in Loyalty Express in 2017.

Target: Lending Manager develops websites for mortgage lenders, including corporate, branch and loan officer websites. The Company also develops mobile websites that allow borrowers to manage their loan applications from smart phones or tablets. Lending Manager’s websites have been integrated with more than 75 CRM, loan origination, lead management, and point-of-sale systems.

Deal Rationale: Loyalty Express will integrate Lending Managers products with its own CRM and automated marketing solutions.

Terms: LoyaltyExpress LLC has acquired Lending Manager LLC. Terms were not disclosed.

M LEND S/SER - - - -

Page 60: Financial Technology M&A Reportcertified and FHA-approved appraisers, an in-house quality control department comprised of appraisers, and appraiser Independence and FHA compliance

SELECTED M&A TRANSACTIONSFinancial Technology Companies2018 YTD

BUSINESS DESCRIPTIONSANNOUNCE BUYER DEAL RATIONALE INDUSTRY BUSINESS EV

DATE TARGET PRICE AND TERMS VERTICAL SOLUTION MODEL ($MM) REVENUE EBITDA EBIT

CLASSIFICATION CODESENTERPRISE VALUE (1)/

Krall & Co. Inc. M&A Advisory Services Serving Financial Technology Companies

05-Jan-18 Buyer:Situs Holdings, LLC(Houston, TX)--------------------------Target:MountainView Financial Solutions(Denver, CO)

Buyer: Situs Holdings, LLC (1985), a financial services company, provides advisory services to the finance and real estate industries globally. The company offers asset and loan underwriting, debt and equity due diligence, and valuation advisory services; capital raising (debt and equity), consulting practice, data analytics and research, data quality, M&A advisory, performing and non-performing loan sales, talent solutions, and technology solutions; primary servicing and surveillance, valuation and portfolio benchmark, portfolio monitoring, and loan surveillance, as well as non-performing loan workouts, CMBS special servicing, and distressed asset management services to evaluate, optimize, and manage real estate assets and securities. It serves banks, capital markets, private equity and funds, REITS and REOCS, and GSE and government entities, as well as insurance, pension funds, and asset management firms. In 2012, Situs acquired Deutsche Bank's European Servicing operations and became one of the largest third-party loan servicers in Europe; in 2016, Situs acquired Hatfield & Phillips, the largest non-performing loan and CMBS Special Servicer in Europe; and, in 2017, Situs acquired The Collingwood Group, a Washington, DC, advisory firm focused on residential housing finance. Situs is a portfolio company of Stone Point Capital.

Target: MountainView Financial Solutions, previously known as MountainView Capital Group, is a service provider to the financial services industry. The Company’s core offerings are ALM (asset liability management) model validations; residential MSR (mortgage servicing rights) valuations, structured finance valuations (RMBS, ABS, CMBS, CLO and CDO); core deposit analysis, residential whole loan transaction advisory services; and residential MSRs transaction advisory services. MountainView has more than 600 active clients consisting of banks, credit unions, marketplace lending platforms, mortgage banks, mortgage servicers, pension funds, private equity firms and REITs. In 2014, MountainView acquired McGuire Performance Solutions, a consulting firm providing ALM model validations and core deposit analysis for financial institutions. MountainView raised $65 million in common equity from investors including Union Square Partners and CLAC Industries in 2007.

Deal Rationale: The transaction, which follows Situs acquisition of The Collingwood Group in 2017, expands Situs’ capabilities in the residential real estate industry.

Terms: Situs has entered into a definitive agreement to acquire MountainView Financial Solutions. Terms were not disclosed.

M D&A S/SER - - - -

Sources: Company press releases and SEC filings.Classification Codes

Industry Vertical: AUTO=Automobile, B=Banking, CORP=Corporations, GOV=Government, M = Mortgage, RE=Real Estate, and S=Securities Dealers and Asset Managers.

Solutions Vertical: A=Appraisal, ACCT=Accounting, BI=Business Intelligence, BPM=Business Process Management, C=Compliance, CORE=Core Processing, CRM=Customer Relationship Management and Digital Customer Experience, D&A=Data & Analytics,

DB=Database, DOC=Document Preparation, Document Management and Document Processing, DRS=Disaster Recovery Services, DUE=Due Diligence, FRAUD=Fraud Detection, GIS=Geographic Information Systems, IB=Internet and Mobile Banking,

ITS=IT Services, LEAD=Lead Generation, Lead Management and Online Marketing, LEND=Lending Solutions, PFM=Personal Financial Management, PORT=Portfolio Management, PP=Property Preservation, SECUR=Security,

SERV=Mortgage Servicing, SETTLE=Settlement Services, TAX=Real Estate Property Tax Services, TREAS=Treasury Management, VENDOR-Vendor Management, WEB=Website Design and hosting.

Business Model Vertical: S = Software, SaaS=Software-as-a-Service and SER = Services.