Tech-Enabled Services Headline Transactions

Enterprise Value / LTM Revenue Enterprise Value / LTM EBITDA

LTM Gross & EBITDA Margins

11.3x 10.2x

6.0x

9.8x

16.4x

14.3x

8.3x

0.0

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

14.0x

16.0x

18.0x

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

28.5% 30.9%

53.3%

22.2%

43.0%

60.1%

13.1% 10.0% 14.8%

34.2%

3.4%

26.7% 26.6%

3.9% 0%

10%

20%

30%

40%

50%

60%

70%

0%

10%

20%

30%

40%

50%

60%

70%

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

Note: EBITDA Margins in red

Target Acquirer Acquisition Synopsis

IT Services

•

•

Toronto-based VERAX Solutions provides technology and systems integration consulting services for clients in the financial services sectorVERAX – Accenture’s (NYSE: ACN) fifth acquisition announced in August 2017 – will complement and enhance the Company's consulting and technology capabilities in Canada

IT Services

•

•

UK-based Apax Partners signed a definitive agreement to acquire Chicago-based ThoughtWorks, a global software development and digital transformation consulting companyThrough its global footprint, with offices across 15 countries, ThoughtWorks helps its client improve its software development methodologies, driving operational efficiencies

VAR

•

•

Minnesota-based ConvergeOne (backed by Clearlake Capital) acquired New Jersey-based Strategic Products and Services (backed by Court Square Capital Partners); both are multivendor communication and networking managed services providers counting Avaya and Cisco as key partnersThe acquisition is ConvergeOne's third in 2017 and roughly doubles the headcount of the Company

IT Services

•

•

UK-based Pulsant (backed by Oak Hill Partners) acquired UK-based LayerV, a provider of specialist public cloud solution integration services with a focus on compliance and automation, offering exclusive IP around regulatory and cloud insightThe acquisition is Pulsant's second since being acquired by Oak Hill Partners in mid-2014 and serves to further diversify the Company's multi-cloud capabilities

Managed Services

•

•

Sweden-based EQT Partners acquired Massachusetts-based Data Intensity (backed by Audax Group), a provider of application and database managed servicesData Intensity completed four acquisitions under Audax's ownership and expanded its footprint significantly – today the Company has 650+ employees across 12 global locations

1. Headline Transactions

1.1x

1.5x

2.0x

0.3x

3.2x 2.9x

0.3x

0.0

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

2.5%

9.5% 5.9%

(4.8%)

17.8%

7.6% 11.2%

(10%)

(5%)

0%

5%

10%

15%

20%

25%

30%

35%

ITS Offshore ITS ManagedServices

IT Staffing TransactionProcessing

Info Services VAR

Tech-Enabled Services MonthlySeptember 2017

LTM Revenue Growth

Selected TM Capital Tech-Enabled Services Experience TM Capital’s Tech-Enabled Services Contacts

Bradford A. Adams Managing Director

617-259-2203 badams@tmcapital.com

Jarrad S. Zalkin Managing Director

617-259-2207 jzalkin@tmcapital.com

Annc. Date Sector Acquirer Target Target DescriptionEnterprise

Value Comments8/28/2017 IT Services cPrime (subsidiary

of Calsoft Labs, whose ultimate parent is Alten (ENXTPA: ATE))

Blue Agility Pennsylvania-based Blue Agility provides agileDevOps consulting and training services,helping enterprises rollout transformationswith "BlueKit," the Company's proprietarylibrary of tools

NA The acquisition is California-based cPrime's third in2017 as the Company continues to build scale amidstincreasing demand for DevOps and agile consultingservices

8/23/2017 IT Services CGI Group (NYSE: GIB)

Summa Technologies

Pittsburgh-based Summa Technologiesprovides IT consulting services with anexpertise in digital experience and agilesoftware development

NA The acquisition strengthens Montreal-based CGI'sposition in the U.S. and is in line with its stated goal todouble its size through both organic and inorganicgrowth; Summa is CGI's fourth strategic consultingacquisition in the U.S. in FY2017

8/22/2017 IT Services Feuji Eknovate Texas-based Eknovate has operations in theU.S., India, Philippines and China, providingITO, BPO and HCM services, with a focus onleveraging RPA (Robotic Process Automation)

NA Leveraging Eknovate's expertise in RPA and other next-generation solutions, Texas-based Feuji plans toexpand beyond its current consulting / managedservices offering and penetrate into the IoT (Internetof Things) space

8/9/2017 IT Services Cloudreach Europe Limited (backed by Blackstone (NYSE: BX))

Emerging Technology Advisors

Virginia-based Emerging Technology Advisorsprovides IT system modernization andarchitectural consultancy services, leveragingemerging technologies including machinelearning, blockchain, serverless architecturesand containers as a service

NA After being acquired by Blackstone in February 2017,London-based Cloudreach acquired Cloudamize inearly August; with its acquisition of EmergingTechnology Advisors, Cloudreach will launch aTechnology Strategy and Application Transformationpractice

8/3/2017 IT Services Accenture (NYSE: ACN)

Search Technologies

Virginia-based Search Technologies specializesin the design, implementation andmanagement of big data and search analytics,leveraging its proprietary Content ProcessingFramework and collection of API-level dataconnectors to help clients generate businessinsights

NA Search Technologies' nearly 200 person team acrossthe U.S., Costa Rica, Europe and the Philippines willjoin Accenture Analytics, a part of Accenture Digital; aspart of the acquisition, Accenture will establish a newdelivery center for Search Technologies' 70+ big dataengineers based in Costa Rica

8/2/2017 IT Services Park Place Technologies

Allen Myland Pennsylvania-based Allen Myland providesdata storage maintenance services support onemerging data processing technologies

NA The acquisition is Ohio-based Park Place Technologies' (backed by GTCR) fourth in 2017 as the Companycontinues to aggressively pursue inorganic growth inthe U.S. and globally

3. TES Transactions

Select Tech-Enabled Services Transactions Announced in August 2017

www.tmcapital.com /technology

New York641 Lexington Avenue30th FloorNew York, NY 10022Tel: 212.809.1360

Boston201 Washington Street32nd FloorBoston, MA 02145Tel: 617.259.2200

Atlanta1230 Peachtree Street NESuite 550Atlanta, GA 30309 Tel: 404.995.6230

TEV / EBITDA Multiples Over Time

16.4x

14.3x

11.3x

6.0x

10.2x

8.3x

9.8x

3.0x5.0x7.0x9.0x

11.0x13.0x15.0x17.0x19.0x

Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q3 2016 Q4 2016 Q1 2017 Aug2017

TEV

/ EBI

TDA

Transaction Processing Info Services ITS IT Staffing Offshore ITS VAR Managed Services

Notes: USD in millions Source: Capital IQ, Company SEC Filings, industry research and TM Capital estimates

Annc. Date Sector Acquirer Target Target DescriptionEnterprise

Value Comments8/2/2017 IT Staffing Fahrenheit IT

(subsidiary of Global Employment Solutions)

Halo Group Michigan-based Halo Group providesinformation technology staffing andconsulting services; included in thetransaction are Halo Group's subsidiariesSonoma Consulting and Geneva TechnicalServices (both acquired by Halo in the pastyear)

NA The acquisition is Colorado-based Fahrenheit IT's firstin 2+ years and will further expand its footprint intothe Midwest and strengthen its presence in the majorIT staffing markets of Dallas and Atlanta

3. TES Transactions