EX-99.C.2 2 d655377dex99c2.htm EX-99.(C)(2) EX-99.(c)(2)

Exhibit (c)(2) CONFIDENTIAL Discussion Materials Supporting the Fairness Opinion Presentation to the Special Committee of the Board of Directors of Intersections Inc. October 29, 2018Exhibit (c)(2) CONFIDENTIAL Discussion Materials Supporting the Fairness Opinion Presentation to the Special Committee of the Board of Directors of Intersections Inc. October 29, 2018


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This presentation has not been prepared with a view toward public disclosure under applicable securities laws or otherwise, and this material must not be copied, reproduced, distributed or passed on to others at any time without the prior written consent of North Point. 2CONFIDENTIAL Disclaimer This presentation has been prepared by North Point Advisors (“North Point”) for the exclusive use of the special committee of the board of directors of the party to whom North Point delivers this presentation (together with its subsidiaries, the “Client”) using information provided by the Client and other publicly available information. North Point has not independently verified the information contained herein, nor does North Point make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. 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North Point undertakes no obligation to update or revise the accompanying material. This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. The Client should not construe the contents of this presentation as legal, regulatory, tax, accounting or investment advice or a recommendation. The Client should consult its own counsel, tax and financial advisors as to legal and related matters concerning any transaction described herein. North Point’s role in any due diligence review is limited solely to performing such a revise as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Client. This presentation does not purport to contain all of the information that the Client may require, and should not be considered a recommendation with respect to any transaction or other matter. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation. In the ordinary course of business, certain of North Point’s employees and affiliates may hold or trade, for their own accounts, securities of the Client, any other party to a transaction , or any of their affiliates and, accordingly, may at any time hold a long or short position in such securities. This presentation has been prepared on a confidential basis solely for the use and benefit of the special committee of the board of directors of the Client and may not be disclosed or relied upon by any third party or used for any other purpose. Distribution of this presentation to any person other than the Client and those persons retained to advise the Client, who agree to maintain the confidentiality of this material and be bound by the limitations outline herein, is unauthorized. This presentation has not been prepared with a view toward public disclosure under applicable securities laws or otherwise, and this material must not be copied, reproduced, distributed or passed on to others at any time without the prior written consent of North Point. 2


CONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process OverviewCONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process Overview


Current Situation and Engagement Overview CONFIDENTIAL • Intersections Inc. (“Intersections” or the “Company”) and WC SACD One Parent, Inc. ( “Parent”) are contemplating a transaction in which Parent would acquire all of the outstanding shares of common stock, par value $0.01 per share, of Intersections (the “Shares”). Several of the key terms are below: ➢ [$3.68] per Share consideration, paid in cash (the “Merger Consideration”) ➢ No financing contingencies ➢ Transaction to be executed through a tender offer followed by a back-end merger (together, the “Transaction”), allowing for a short timeline to closing ➢ Three large stockholders (Michael Stanfield, Loeb Holdings, David McGough) are expected to rollover equity into Parent • Concurrent with the merger process, Parent would provide a debt financing to the Company (the “Financing”) ➢ $30 million total funding at the time of signing the merger agreement (the “Agreement”) ➢ Security would be a secured senior convertible note, convertible into equity at a price of [$2.27] per share ➢ Capital would be used to repay existing Company debt with a near term due date and to fund working capital needs • The Special Committee of the Board of Directors of Intersections (the “Special Committee”) has requested our opinion as to the fairness, from a financial point of view, to the stockholders of the Company of the Merger Consideration. • The following pages contain material provided to the Special Committee by North Point to assist in evaluating the fairness, from a financial point of view to the stockholders of the Company of the Merger Consideration. 4Current Situation and Engagement Overview CONFIDENTIAL • Intersections Inc. (“Intersections” or the “Company”) and WC SACD One Parent, Inc. ( “Parent”) are contemplating a transaction in which Parent would acquire all of the outstanding shares of common stock, par value $0.01 per share, of Intersections (the “Shares”). Several of the key terms are below: ➢ [$3.68] per Share consideration, paid in cash (the “Merger Consideration”) ➢ No financing contingencies ➢ Transaction to be executed through a tender offer followed by a back-end merger (together, the “Transaction”), allowing for a short timeline to closing ➢ Three large stockholders (Michael Stanfield, Loeb Holdings, David McGough) are expected to rollover equity into Parent • Concurrent with the merger process, Parent would provide a debt financing to the Company (the “Financing”) ➢ $30 million total funding at the time of signing the merger agreement (the “Agreement”) ➢ Security would be a secured senior convertible note, convertible into equity at a price of [$2.27] per share ➢ Capital would be used to repay existing Company debt with a near term due date and to fund working capital needs • The Special Committee of the Board of Directors of Intersections (the “Special Committee”) has requested our opinion as to the fairness, from a financial point of view, to the stockholders of the Company of the Merger Consideration. • The following pages contain material provided to the Special Committee by North Point to assist in evaluating the fairness, from a financial point of view to the stockholders of the Company of the Merger Consideration. 4


Due Diligence Summary CONFIDENTIAL • In connection with our review of the proposed transaction, and in arriving at our opinion, we have: ➢ Reviewed and analyzed the terms of the draft Agreement and Plan of Merger dated October 27, 2018; ➢ Reviewed and analyzed certain financial and other data with respect to the Company, which was publicly available; ➢ Reviewed and analyzed certain information, including financial statements and financial forecasts, relating to the business, earnings, cash flow, assets, liabilities, projected operations and prospects of the Company, that were furnished to us by the Company; ➢ Held discussions with certain members of the senior management and representatives of the Company concerning the matters described above, as well as its business and prospects on a stand-alone basis ➢ Reviewed the current and historical reported prices and trading activity of certain publicly traded companies deemed by us to be comparable to the Company ➢ Reviewed the terms, to the extent publicly available, of certain business combination transactions that we deemed relevant. • In addition, we have conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as we have deemed necessary in arriving at our opinion. We believe such areas of investigation are sufficient and reasonable as a basis for rendering this opinion. In conducting our review and analysis, and as a basis for arriving at our opinion, we have utilized generally accepted valuation and analytical techniques, methodologies, procedures and considerations reasonably deemed relevant and customary under the circumstances. 5Due Diligence Summary CONFIDENTIAL • In connection with our review of the proposed transaction, and in arriving at our opinion, we have: ➢ Reviewed and analyzed the terms of the draft Agreement and Plan of Merger dated October 27, 2018; ➢ Reviewed and analyzed certain financial and other data with respect to the Company, which was publicly available; ➢ Reviewed and analyzed certain information, including financial statements and financial forecasts, relating to the business, earnings, cash flow, assets, liabilities, projected operations and prospects of the Company, that were furnished to us by the Company; ➢ Held discussions with certain members of the senior management and representatives of the Company concerning the matters described above, as well as its business and prospects on a stand-alone basis ➢ Reviewed the current and historical reported prices and trading activity of certain publicly traded companies deemed by us to be comparable to the Company ➢ Reviewed the terms, to the extent publicly available, of certain business combination transactions that we deemed relevant. • In addition, we have conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as we have deemed necessary in arriving at our opinion. We believe such areas of investigation are sufficient and reasonable as a basis for rendering this opinion. In conducting our review and analysis, and as a basis for arriving at our opinion, we have utilized generally accepted valuation and analytical techniques, methodologies, procedures and considerations reasonably deemed relevant and customary under the circumstances. 5


Summary of Conclusions CONFIDENTIAL • It is our opinion that, as of the date hereof, the Merger Consideration to be paid to the holders of the Shares (other than the Excluded Shares, Dissenting Shares and Rollover Shares (each as defined in the Agreement)) in the proposed Transaction, is fair, from a financial point of view, to the holders of such Shares (other than Parent, Merger Sub and their Affiliates (each as defined in the Agreement)). • The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying our opinion. In arriving at our fairness determination, we considered the results of all of the analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, we made our determination as to fairness on the basis of our experience and professional judgment after considering the results of all of the analyses. • This opinion addresses solely the fairness, from a financial point of view, to the holders of Shares (other than the Excluded Shares, Dissenting Shares and Rollover Shares), of the Merger Consideration to be paid to the holders of Shares (other than Parent, Merger Sub and their Affiliates) as provided in the Agreement. ➢ This opinion does not address the fairness of any specific portion of the transaction, including the Financing. ➢ We were not requested to opine as to, and this opinion does not address, the basic business decision to proceed with the transaction. 6Summary of Conclusions CONFIDENTIAL • It is our opinion that, as of the date hereof, the Merger Consideration to be paid to the holders of the Shares (other than the Excluded Shares, Dissenting Shares and Rollover Shares (each as defined in the Agreement)) in the proposed Transaction, is fair, from a financial point of view, to the holders of such Shares (other than Parent, Merger Sub and their Affiliates (each as defined in the Agreement)). • The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying our opinion. In arriving at our fairness determination, we considered the results of all of the analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, we made our determination as to fairness on the basis of our experience and professional judgment after considering the results of all of the analyses. • This opinion addresses solely the fairness, from a financial point of view, to the holders of Shares (other than the Excluded Shares, Dissenting Shares and Rollover Shares), of the Merger Consideration to be paid to the holders of Shares (other than Parent, Merger Sub and their Affiliates) as provided in the Agreement. ➢ This opinion does not address the fairness of any specific portion of the transaction, including the Financing. ➢ We were not requested to opine as to, and this opinion does not address, the basic business decision to proceed with the transaction. 6


Summary of Valuation Methodologies CONFIDENTIAL Methodology Methodology Description The Comparable Public Company Analyses reviews securities of publicly-traded companies deemed comparable Multiple Approach to the Company. Share pricing in the public market reflects a wide range of factors including general economic (Comparable Public Companies) conditions, interest rates, inflation and investor perceptions. Market The Precedent M&A Transaction Analyses encompasses a review of M&A transactions involving acquired entities Transaction Approach deemed comparable to the Company’s business, looking at Revenue and EBITDA multiples. This analysis is based on information obtained from SEC filings, public company disclosures, press releases, industry and popular press (Precedent M&A Transactions) reports, databases, third party equity research reports and other sources. The premiums paid analysis involves a review of purchase prices in public transactions relative to pre- Premiums Paid Approach announcement prices. The comparable public transactions used for purposes of this analysis includes certain (Comparable Public Company consumer industry transactions with implied enterprise values between $25 million and $500 million announced Transaction Analysis) since 2012. The Discounted Cash Flow Analyses encompasses a review of projected financial performance and cash flow for Income Approach fiscal years 2019 through 2022. The analysis is based on a projection provided by the Company that assumes a debt and equity refinancing. Appropriate discounting of projected cash flow is based on a weighted average cost (Discounted Cash Flow Analysis) of capital analysis, and terminal valuations are based on a range of currently prevailing M&A multiples. The Leveraged Buyout Analyses assumes a hypothetical financial buyer acquires the Company within a valuation Illustrative range that would generate a targeted sponsor IRR of 20% to 25%. The transaction is assumed to be funded in Transaction Approach part by equity with debt leverage. It is also assumed that the hypothetical buyer will exit its investment in five (Leveraged Buyout Analysis) years at the end of fiscal 2022, assuming an exit multiple based on North Point’s estimate and average range of currently prevailing M&A multiples for comparable companies. 7Summary of Valuation Methodologies CONFIDENTIAL Methodology Methodology Description The Comparable Public Company Analyses reviews securities of publicly-traded companies deemed comparable Multiple Approach to the Company. Share pricing in the public market reflects a wide range of factors including general economic (Comparable Public Companies) conditions, interest rates, inflation and investor perceptions. Market The Precedent M&A Transaction Analyses encompasses a review of M&A transactions involving acquired entities Transaction Approach deemed comparable to the Company’s business, looking at Revenue and EBITDA multiples. This analysis is based on information obtained from SEC filings, public company disclosures, press releases, industry and popular press (Precedent M&A Transactions) reports, databases, third party equity research reports and other sources. The premiums paid analysis involves a review of purchase prices in public transactions relative to pre- Premiums Paid Approach announcement prices. The comparable public transactions used for purposes of this analysis includes certain (Comparable Public Company consumer industry transactions with implied enterprise values between $25 million and $500 million announced Transaction Analysis) since 2012. The Discounted Cash Flow Analyses encompasses a review of projected financial performance and cash flow for Income Approach fiscal years 2019 through 2022. The analysis is based on a projection provided by the Company that assumes a debt and equity refinancing. Appropriate discounting of projected cash flow is based on a weighted average cost (Discounted Cash Flow Analysis) of capital analysis, and terminal valuations are based on a range of currently prevailing M&A multiples. The Leveraged Buyout Analyses assumes a hypothetical financial buyer acquires the Company within a valuation Illustrative range that would generate a targeted sponsor IRR of 20% to 25%. The transaction is assumed to be funded in Transaction Approach part by equity with debt leverage. It is also assumed that the hypothetical buyer will exit its investment in five (Leveraged Buyout Analysis) years at the end of fiscal 2022, assuming an exit multiple based on North Point’s estimate and average range of currently prevailing M&A multiples for comparable companies. 7


Summary of Implied Valuation Ranges CONFIDENTIAL $8.00 $7.10 $7.01 $7.00 $6.00 $5.30 $5.00 $5.00 $4.65 Offer Price: $3.68 $3.87 $4.00 $3.93 $3.31 $3.55 $3.40 $3.00 $2.75 $2.76 $2.76 $2.70 $2.63 $2.95 $2.46 $2.75 $2.70 $2.52 $1.93 $2.00 $2.11 $2.04 $2.06 $1.65 $1.47 $1.29 $1.29 $1.00 $0.00 1-Month 6-Month 1-Year LTM 2018F 2019F LTM 2018F 1-Day 1-Week 1-Month Base Case Base Case EBITDA EBITDA EBITDA EBITDA EBITDA Previous Offers Historical Trading Range Comparable Public Companies Comparable M&A Transactions Premiums Paid Analysis DCF LBO Company Metric $12.8 $9.4 $6.0 $12.8 $9.4 $1.75 $1.84 $1.82 Discount Rate: Exit Multiple: Low 7.0x 7.2x 7.0x 0.5x 0.5x (14.0%) (10.0%) (16.7%) 10.0% - 20.0% 11.0x Mean 12.2x 12.2x 10.9x 12.8x 12.8x 36.4% 36.9% 35.6% Median 11.5x 12.3x 11.5x 19.8x 19.8x 29.5% 29.8% 28.8% Terminal Rate: IRR: High 18.3x 16.8x 14.6x 79.2x 79.2x 116.3% 153.2% 125.5% 9.0 x - 13.0 x 20% - 25% 8Summary of Implied Valuation Ranges CONFIDENTIAL $8.00 $7.10 $7.01 $7.00 $6.00 $5.30 $5.00 $5.00 $4.65 Offer Price: $3.68 $3.87 $4.00 $3.93 $3.31 $3.55 $3.40 $3.00 $2.75 $2.76 $2.76 $2.70 $2.63 $2.95 $2.46 $2.75 $2.70 $2.52 $1.93 $2.00 $2.11 $2.04 $2.06 $1.65 $1.47 $1.29 $1.29 $1.00 $0.00 1-Month 6-Month 1-Year LTM 2018F 2019F LTM 2018F 1-Day 1-Week 1-Month Base Case Base Case EBITDA EBITDA EBITDA EBITDA EBITDA Previous Offers Historical Trading Range Comparable Public Companies Comparable M&A Transactions Premiums Paid Analysis DCF LBO Company Metric $12.8 $9.4 $6.0 $12.8 $9.4 $1.75 $1.84 $1.82 Discount Rate: Exit Multiple: Low 7.0x 7.2x 7.0x 0.5x 0.5x (14.0%) (10.0%) (16.7%) 10.0% - 20.0% 11.0x Mean 12.2x 12.2x 10.9x 12.8x 12.8x 36.4% 36.9% 35.6% Median 11.5x 12.3x 11.5x 19.8x 19.8x 29.5% 29.8% 28.8% Terminal Rate: IRR: High 18.3x 16.8x 14.6x 79.2x 79.2x 116.3% 153.2% 125.5% 9.0 x - 13.0 x 20% - 25% 8


CONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process OverviewCONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process Overview


Intersections Company Overview CONFIDENTIAL Intersections Inc. Provides Innovative, Information-Based Solutions that Help Consumers Manage Risks and Make Better-Informed Life Decisions Under the Identity Guard brand, Intersections Inc. utilizes technology solutions, including artificial intelligence, to help monitor, manage and protect against the 1996 risks associated with identities and personal information, including: 47M • Helping prevent, detect and resolve identity theft associated with financial fraud Total Consumers Protected Year Founded • Providing social media monitoring and information adjustment or deletion to help protect one’s reputation that may impact school choice, job choice and life experiences • Providing AI based monitoring services to help protect from cyberbullying 1.1M (6.5%) • Creating and delivering software services to protect computers and personal Total Subscribers YTD Subscriber Growth devices against “bad” browsing sites and phishing attacks as of September 2018 as of September 2018 • Providing breach prevention and management tools to small and medium businesses $156.0M $106.6M LTM Gross Profit LTM Revenue $12.8M 8.2% LTM Adjusted LTM Adjusted EBITDA EBITDA Margin Note: LTM as of August 2018. 10Intersections Company Overview CONFIDENTIAL Intersections Inc. Provides Innovative, Information-Based Solutions that Help Consumers Manage Risks and Make Better-Informed Life Decisions Under the Identity Guard brand, Intersections Inc. utilizes technology solutions, including artificial intelligence, to help monitor, manage and protect against the 1996 risks associated with identities and personal information, including: 47M • Helping prevent, detect and resolve identity theft associated with financial fraud Total Consumers Protected Year Founded • Providing social media monitoring and information adjustment or deletion to help protect one’s reputation that may impact school choice, job choice and life experiences • Providing AI based monitoring services to help protect from cyberbullying 1.1M (6.5%) • Creating and delivering software services to protect computers and personal Total Subscribers YTD Subscriber Growth devices against “bad” browsing sites and phishing attacks as of September 2018 as of September 2018 • Providing breach prevention and management tools to small and medium businesses $156.0M $106.6M LTM Gross Profit LTM Revenue $12.8M 8.2% LTM Adjusted LTM Adjusted EBITDA EBITDA Margin Note: LTM as of August 2018. 10


Company History CONFIDENTIAL Company Founded Identity Management Marketing Channel Closed Divested Non‐Core Businesses, Leader Launched Identity Guard with Intersections Inc. Primary marketing channel was Watson founded in 1996 closed as a result of the Consumer Became a leader in the Financial Protection Bureau nascent market of providing Divested all non‐core businesses, focusing (“CFPB”) actions with financial identity management exclusively on Identity Guard going forward; institutions services to consumers launched Identity Guard with Watson 2004 2011 2013 - 2016 1996 2012+ 2017 IPO Peak Revenue Non-Core Business Expansion NASDAQ: INTX Achieved peak revenue of As the legacy subscribers declined, $153M in revenue $370M and ~$60M of EBITDA the Company explored several ancillary businesses in veterinarian technology, e‐commerce, and wellness management 11Company History CONFIDENTIAL Company Founded Identity Management Marketing Channel Closed Divested Non‐Core Businesses, Leader Launched Identity Guard with Intersections Inc. Primary marketing channel was Watson founded in 1996 closed as a result of the Consumer Became a leader in the Financial Protection Bureau nascent market of providing Divested all non‐core businesses, focusing (“CFPB”) actions with financial identity management exclusively on Identity Guard going forward; institutions services to consumers launched Identity Guard with Watson 2004 2011 2013 - 2016 1996 2012+ 2017 IPO Peak Revenue Non-Core Business Expansion NASDAQ: INTX Achieved peak revenue of As the legacy subscribers declined, $153M in revenue $370M and ~$60M of EBITDA the Company explored several ancillary businesses in veterinarian technology, e‐commerce, and wellness management 11


Identity Guard Product Evolution CONFIDENTIAL • Building on the success of the Identity Guard product, the company launched an improved version, Identity Guard with Watson, in 2017 • Due to marketing and operational issues, the product continues to be refined and management expects it to be fully released in Q1 2019 Wholesaler of Other’s Financial Data SaaS: IP Creator of Algorithms Rooted in AI Seven Primary Data Resources 71 Data Resources with 23 IBM Watson API’s Financial, Digital, Social, Credit Monitoring and Alerts Personal Protection and Alerts Physical Delivery, Web Based Mobile-Focused, Web Accessible, Cloud Based Comprehensive as well as Multiple Primarily ID Protection Audience-Driven Solutions White Label Provider, some DTC DTC, Employee Benefit, Partners 12Identity Guard Product Evolution CONFIDENTIAL • Building on the success of the Identity Guard product, the company launched an improved version, Identity Guard with Watson, in 2017 • Due to marketing and operational issues, the product continues to be refined and management expects it to be fully released in Q1 2019 Wholesaler of Other’s Financial Data SaaS: IP Creator of Algorithms Rooted in AI Seven Primary Data Resources 71 Data Resources with 23 IBM Watson API’s Financial, Digital, Social, Credit Monitoring and Alerts Personal Protection and Alerts Physical Delivery, Web Based Mobile-Focused, Web Accessible, Cloud Based Comprehensive as well as Multiple Primarily ID Protection Audience-Driven Solutions White Label Provider, some DTC DTC, Employee Benefit, Partners 12


Identity Guard with Watson Theft Protection CONFIDENTIAL Identity Guard with Watson is an identity theft protection service that offers several products to help consumers protect themselves from identity fraud and misuse Financial Well-Being Personal Safety • Credit monitoring & reports• Geo‐location aware alerts • Public, bank and financial records• Police reports • Expanded Dark Web monitoring• Sex‐Offender alerts • Tax fraud Support & Resolution Social & Digital – Self & Family • Social reputation manager• $1M theft insurance • Safe browsing technology• Fastest alerts vs. major competitors • Anti phishing app• Victim recovery specialists • Personalized real time scam alerts• U.S.‐based call center 13Identity Guard with Watson Theft Protection CONFIDENTIAL Identity Guard with Watson is an identity theft protection service that offers several products to help consumers protect themselves from identity fraud and misuse Financial Well-Being Personal Safety • Credit monitoring & reports• Geo‐location aware alerts • Public, bank and financial records• Police reports • Expanded Dark Web monitoring• Sex‐Offender alerts • Tax fraud Support & Resolution Social & Digital – Self & Family • Social reputation manager• $1M theft insurance • Safe browsing technology• Fastest alerts vs. major competitors • Anti phishing app• Victim recovery specialists • Personalized real time scam alerts• U.S.‐based call center 13


Diverse Revenue Streams CONFIDENTIAL Identity Guard Run-Off Direct-to-Consumer Financial Institutions Canada Partner Insurance Services (IISI) Partner Breach Employee Benefit LTM Revenue by Channel ($mm) $5.5 $2.4 Financial Institutions 54% of LTM IISI $12.3 Revenue DTC $13.1 $77.8 Canada Partner 46% of LTM $38.9 Total Breach / Portal Revenue $6.1 Employee Benefit Note: LTM as of August 2018. 14Diverse Revenue Streams CONFIDENTIAL Identity Guard Run-Off Direct-to-Consumer Financial Institutions Canada Partner Insurance Services (IISI) Partner Breach Employee Benefit LTM Revenue by Channel ($mm) $5.5 $2.4 Financial Institutions 54% of LTM IISI $12.3 Revenue DTC $13.1 $77.8 Canada Partner 46% of LTM $38.9 Total Breach / Portal Revenue $6.1 Employee Benefit Note: LTM as of August 2018. 14


Customer Acquisition and Retention CONFIDENTIAL • It costs the company ~$100 to acquire a customer and takes approximately one year to recover this cost Customer Acquisition Funnel Partner Retention Curve 100% 90% 1 Year: Sales Leads 80% 47.0% 2 Years: 70% 34.9% 60% 50% Target Screening in 40% 21.4% Corporate World 30% 20% 10% 0% Sales Efforts 0 5 10 15 20 25 30 35 40 45 50 55 60 65 Months DTC US (Classic Product) Retention Curve Contact 100% Decisioning 90% 80% 70% Customer 1 Year: 60% 27.5% 2 Years: Sales 50% 18.9% 40% Site 30% 11.1% 20% 10% 0% 0 5 10 15 20 25 30 35 40 45 50 55 60 65 Months 15Customer Acquisition and Retention CONFIDENTIAL • It costs the company ~$100 to acquire a customer and takes approximately one year to recover this cost Customer Acquisition Funnel Partner Retention Curve 100% 90% 1 Year: Sales Leads 80% 47.0% 2 Years: 70% 34.9% 60% 50% Target Screening in 40% 21.4% Corporate World 30% 20% 10% 0% Sales Efforts 0 5 10 15 20 25 30 35 40 45 50 55 60 65 Months DTC US (Classic Product) Retention Curve Contact 100% Decisioning 90% 80% 70% Customer 1 Year: 60% 27.5% 2 Years: Sales 50% 18.9% 40% Site 30% 11.1% 20% 10% 0% 0 5 10 15 20 25 30 35 40 45 50 55 60 65 Months 15


Identity Theft Protection Services Industry CONFIDENTIAL While Fraud Loss has Increased 3 Straight Years and Fraud Incidence is at a Record Rate… Fraud Incidence Rate and Dollar Amount of Losses($mm) Fraud Losses Fraud Incidence $22.1 $19.3 $19.0 $16.8 $16.4 $16.2 $15.5 6.6% 6.2% 5.4% 5.3% 5.3% 5.2% 4.9% 2011 2012 2013 2014 2015 2016 2017 …Identity Theft Protection Services Industry Revenue has been Relatively Flat Identity Theft Protection Services Industry Revenue ($ in Billions) $3.0 $2.9 $2.8 $2.8 $2.8 $2.7 $2.7 2011 2012 2013 2014 2015 2016 2017 Sources: Javelin Strategy & Research, 2018 and IBISWorld Identity Theft Protection Services in the U.S. 2017 report. 16Identity Theft Protection Services Industry CONFIDENTIAL While Fraud Loss has Increased 3 Straight Years and Fraud Incidence is at a Record Rate… Fraud Incidence Rate and Dollar Amount of Losses($mm) Fraud Losses Fraud Incidence $22.1 $19.3 $19.0 $16.8 $16.4 $16.2 $15.5 6.6% 6.2% 5.4% 5.3% 5.3% 5.2% 4.9% 2011 2012 2013 2014 2015 2016 2017 …Identity Theft Protection Services Industry Revenue has been Relatively Flat Identity Theft Protection Services Industry Revenue ($ in Billions) $3.0 $2.9 $2.8 $2.8 $2.8 $2.7 $2.7 2011 2012 2013 2014 2015 2016 2017 Sources: Javelin Strategy & Research, 2018 and IBISWorld Identity Theft Protection Services in the U.S. 2017 report. 16


Management Team CONFIDENTIAL • The prior CEO was terminated in January 2018 and founder and executive chairman, Michael Stanfield, has stepped in as interim CEO until a replacement is found Name Industry Relevant Experience Title Tenure Michael Stanfield Executive Chairman, President, and 36 Years Interim Chief Executive Officer Melba Amissi 17 Years Chief Operating Officer Ronald Barden 33 Years Chief Financial Officer Duane Berlin 35 Years Chief Legal Officer & General Counsel Barry Kessel 38 Years Chief Marketing Officer Jerry Thompson 32 Years Chief Revenue Officer 17Management Team CONFIDENTIAL • The prior CEO was terminated in January 2018 and founder and executive chairman, Michael Stanfield, has stepped in as interim CEO until a replacement is found Name Industry Relevant Experience Title Tenure Michael Stanfield Executive Chairman, President, and 36 Years Interim Chief Executive Officer Melba Amissi 17 Years Chief Operating Officer Ronald Barden 33 Years Chief Financial Officer Duane Berlin 35 Years Chief Legal Officer & General Counsel Barry Kessel 38 Years Chief Marketing Officer Jerry Thompson 32 Years Chief Revenue Officer 17


Current Stockholder Summary CONFIDENTIAL • Loeb Holding, Michael Stanfield, and David McGough currently own a combined 49.5% of common shares outstanding # Name # of Shares % Ownership 1 1 Loeb Holding Corporation 9,743,640 40.0% 2 2 Osmium Partners, LLC 2,889,371 11.9% Michael Stanfield (Founder, 3 3 1,576,208 6.5% Executive Chairman & President) 4 4 Renaissance Technologies Corp. 968,100 4.0% 28.6% 5 5 David McGough (Director) 725,038 3.0% 40.0% 6 6 The Vanguard Group 510,070 2.1% 7 7 PEAK6 Investments, L.P. 340,728 1.4% 0.6% 0.8% 8 8 Blackrock, Inc. (NYSE:BLK) 300,440 1.2% 1.2% Essex Investment Management 1.4% 9 9 192,829 0.8% 6.5% 11.9% Company, LLC 2.1% 3.0% 4.0% 10 10 Ronald Barden (CFO) 150,415 0.6% 11 11 Other 6,959,668 28.6% Total 24,356,507 100.0% Source: Capital IQ. 18Current Stockholder Summary CONFIDENTIAL • Loeb Holding, Michael Stanfield, and David McGough currently own a combined 49.5% of common shares outstanding # Name # of Shares % Ownership 1 1 Loeb Holding Corporation 9,743,640 40.0% 2 2 Osmium Partners, LLC 2,889,371 11.9% Michael Stanfield (Founder, 3 3 1,576,208 6.5% Executive Chairman & President) 4 4 Renaissance Technologies Corp. 968,100 4.0% 28.6% 5 5 David McGough (Director) 725,038 3.0% 40.0% 6 6 The Vanguard Group 510,070 2.1% 7 7 PEAK6 Investments, L.P. 340,728 1.4% 0.6% 0.8% 8 8 Blackrock, Inc. (NYSE:BLK) 300,440 1.2% 1.2% Essex Investment Management 1.4% 9 9 192,829 0.8% 6.5% 11.9% Company, LLC 2.1% 3.0% 4.0% 10 10 Ronald Barden (CFO) 150,415 0.6% 11 11 Other 6,959,668 28.6% Total 24,356,507 100.0% Source: Capital IQ. 18


CONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process OverviewCONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process Overview


Recent Revenue and EBITDA Trends CONFIDENTIAL Revenue ($mm) $346.1 $308.3 $244.7 $201.8 $172.0 $158.9 $156.0 151.0 148.8 144.8 145.8 145.1 2012 2013 2014 2015 2016 2017 LTM 2018F 2019F 2020F 2021F 2022F Adjusted EBITDA ($mm) $60.9 $41.6 $16.2 $15.6 $12.8 $11.7 $10.7 $10.4 $9.4 $8.8 $6.0 $5.5 2012 2013 2014 2015 2016 2017 LTM 2018F 2019F 2020F 2021F 2022F CapEx $3.2 $5.9 $7.5 $4.7 $4.1 $6.1 $4.5 $3.4 $5.1 $4.6 $4.1 $4.1 EBTIDA Less $57.7 $35.7 $2.9 $7.0 $6.6 ($0.6) $8.3 $6.0 $0.9 $4.2 $12.2 $11.5 CapEx Note: Historical figures exclude discontinued operations. Projections reflect company estimates. LTM as of August 2018. 20Recent Revenue and EBITDA Trends CONFIDENTIAL Revenue ($mm) $346.1 $308.3 $244.7 $201.8 $172.0 $158.9 $156.0 151.0 148.8 144.8 145.8 145.1 2012 2013 2014 2015 2016 2017 LTM 2018F 2019F 2020F 2021F 2022F Adjusted EBITDA ($mm) $60.9 $41.6 $16.2 $15.6 $12.8 $11.7 $10.7 $10.4 $9.4 $8.8 $6.0 $5.5 2012 2013 2014 2015 2016 2017 LTM 2018F 2019F 2020F 2021F 2022F CapEx $3.2 $5.9 $7.5 $4.7 $4.1 $6.1 $4.5 $3.4 $5.1 $4.6 $4.1 $4.1 EBTIDA Less $57.7 $35.7 $2.9 $7.0 $6.6 ($0.6) $8.3 $6.0 $0.9 $4.2 $12.2 $11.5 CapEx Note: Historical figures exclude discontinued operations. Projections reflect company estimates. LTM as of August 2018. 20


Historical and Projected Income Statement CONFIDENTIAL • Historical figures prior to 2017 adjusted to exclude discontinued ops ➢ The Company had previously restated financials for 2016 and 2017 • Projections reflective of a base case scenario that requires an assumed refinancing of the existing PEAK6 term loan ➢ ~$20 million refinancing would be a combination of new debt and equity (dilution of this equity not included) ➢ Refinance amount would not provide additional working capital to support a meaningful growth strategy Intersections Inc. Summary Income Statement ($ in millions) 2015 2016 2017 LTM 2018F 2019F 2020F 2021F 2022F Total Revenue $ 201.8 $ 1 72.0 $ 158.9 $ 1 56.0 1 51.0 1 44.8 1 48.8 1 45.8 1 45.1 Cost of Revenue 63.9 53.4 5 1.6 49.4 5 0.6 5 2.6 54.9 51.9 5 1.2 Gross Profit $ 1 37.9 $ 1 18.6 $ 107.3 $ 1 06.6 $ 100.5 $ 92.2 $ 93.8 $ 9 3.9 $ 94.0 Operating Expenses Marketing $ 17.8 $ 1 3.1 $ 1 1.4 $ 5 .3 $ 3 .0 $ 1 .4 $ 1.7 $ 1 .7 $ 1.7 Commissions 50.8 4 2.8 3 8.4 36.7 3 6.0 3 6.6 38.3 37.5 37.7 G&A before share based compensation 5 7.8 5 1.5 52.2 5 1.8 51.9 4 7.9 4 4.8 3 8.3 3 8.7 Other income / (expense) 0.2 ( 0.5) 0.1 ( 0.1) ( 0.1) (0.2) ( 0.2) (0.2) ( 0.2) Total Operating Expenses $ 126.2 $ 1 07.8 $ 1 01.8 $ 9 3.8 $ 9 1.1 $ 8 6.1 $ 85.0 $ 77.7 $ 7 8.4 Adjusted EBITDA $ 1 1.7 $ 1 0.7 $ 5.5 $ 12.8 $ 9 .4 $ 6.0 $ 8.8 $ 16.2 $ 1 5.6 % Margin 5.8% 6.2% 3.5% 8.2% 6.2% 4.2% 5.9% 11.1% 10.8% Capital Expenditures 4.7 4.1 6 .1 4.5 3.4 5 .1 4 .6 4 .1 4.1 EBITDA Less Capital Expenditures $ 7.0 $ 6 .6 $ (0.6) $ 8.3 $ 6.0 $ 0.9 $ 4 .2 $ 1 2.2 $ 1 1.5 Note: Historical figures exclude discontinued operations. Projections reflect company estimates. LTM as of August 2018. 21Historical and Projected Income Statement CONFIDENTIAL • Historical figures prior to 2017 adjusted to exclude discontinued ops ➢ The Company had previously restated financials for 2016 and 2017 • Projections reflective of a base case scenario that requires an assumed refinancing of the existing PEAK6 term loan ➢ ~$20 million refinancing would be a combination of new debt and equity (dilution of this equity not included) ➢ Refinance amount would not provide additional working capital to support a meaningful growth strategy Intersections Inc. Summary Income Statement ($ in millions) 2015 2016 2017 LTM 2018F 2019F 2020F 2021F 2022F Total Revenue $ 201.8 $ 1 72.0 $ 158.9 $ 1 56.0 1 51.0 1 44.8 1 48.8 1 45.8 1 45.1 Cost of Revenue 63.9 53.4 5 1.6 49.4 5 0.6 5 2.6 54.9 51.9 5 1.2 Gross Profit $ 1 37.9 $ 1 18.6 $ 107.3 $ 1 06.6 $ 100.5 $ 92.2 $ 93.8 $ 9 3.9 $ 94.0 Operating Expenses Marketing $ 17.8 $ 1 3.1 $ 1 1.4 $ 5 .3 $ 3 .0 $ 1 .4 $ 1.7 $ 1 .7 $ 1.7 Commissions 50.8 4 2.8 3 8.4 36.7 3 6.0 3 6.6 38.3 37.5 37.7 G&A before share based compensation 5 7.8 5 1.5 52.2 5 1.8 51.9 4 7.9 4 4.8 3 8.3 3 8.7 Other income / (expense) 0.2 ( 0.5) 0.1 ( 0.1) ( 0.1) (0.2) ( 0.2) (0.2) ( 0.2) Total Operating Expenses $ 126.2 $ 1 07.8 $ 1 01.8 $ 9 3.8 $ 9 1.1 $ 8 6.1 $ 85.0 $ 77.7 $ 7 8.4 Adjusted EBITDA $ 1 1.7 $ 1 0.7 $ 5.5 $ 12.8 $ 9 .4 $ 6.0 $ 8.8 $ 16.2 $ 1 5.6 % Margin 5.8% 6.2% 3.5% 8.2% 6.2% 4.2% 5.9% 11.1% 10.8% Capital Expenditures 4.7 4.1 6 .1 4.5 3.4 5 .1 4 .6 4 .1 4.1 EBITDA Less Capital Expenditures $ 7.0 $ 6 .6 $ (0.6) $ 8.3 $ 6.0 $ 0.9 $ 4 .2 $ 1 2.2 $ 1 1.5 Note: Historical figures exclude discontinued operations. Projections reflect company estimates. LTM as of August 2018. 21


Breakdown of Recent Revenue Trends CONFIDENTIAL Total Revenue by Channel ($mm) Financial Institutions IISI Identity Guard $201.8 $172.0 $158.9 $156.0 $73.1 $67.5 $69.1 $13.3 $72.2 $8.3 $5.8 $6.1 $115.4 $96.2 $84.1 $77.8 2015 2016 2017 LTM Breakdown of Identity Guard Revenue ($mm) Partner DTC US Employee Benefit Total Breach / Portal Canada $73.1 $72.2 $69.1 $67.5 $13.1 $17.5 $13.1 $12.5 $5.5 $1.7 $4.4 $5.5 $2.4 $0.6 $38.4 $37.0 $38.9 $37.1 $15.5 $13.5 $12.8 $12.3 2015 2016 2017 LTM Note: Historical figures exclude discontinued operations. LTM as of August 2018. 22Breakdown of Recent Revenue Trends CONFIDENTIAL Total Revenue by Channel ($mm) Financial Institutions IISI Identity Guard $201.8 $172.0 $158.9 $156.0 $73.1 $67.5 $69.1 $13.3 $72.2 $8.3 $5.8 $6.1 $115.4 $96.2 $84.1 $77.8 2015 2016 2017 LTM Breakdown of Identity Guard Revenue ($mm) Partner DTC US Employee Benefit Total Breach / Portal Canada $73.1 $72.2 $69.1 $67.5 $13.1 $17.5 $13.1 $12.5 $5.5 $1.7 $4.4 $5.5 $2.4 $0.6 $38.4 $37.0 $38.9 $37.1 $15.5 $13.5 $12.8 $12.3 2015 2016 2017 LTM Note: Historical figures exclude discontinued operations. LTM as of August 2018. 22


Recent Subscriber Trends CONFIDENTIAL Financial Institution Subscribers Since 2015 (in thousands) 818 2 115 705 2 620 87 566 0 54 2015 YE (+) Additions (-) Cancelations 2016 YE (+) Additions (-) Cancelations 2017 YE (+) Additions (-) Cancelations 2018YTD Identity Guard Subscribers Since 2015 (in thousands) 255 225 289 266 135 136 520 519 513 479 2015 YE (+) Additions (-) Cancelations 2016 YE (+) Additions (-) Cancelations 2017 YE (+) Additions (-) Cancelations 2018YTD Note: Year to date as of September 2018. 23Recent Subscriber Trends CONFIDENTIAL Financial Institution Subscribers Since 2015 (in thousands) 818 2 115 705 2 620 87 566 0 54 2015 YE (+) Additions (-) Cancelations 2016 YE (+) Additions (-) Cancelations 2017 YE (+) Additions (-) Cancelations 2018YTD Identity Guard Subscribers Since 2015 (in thousands) 255 225 289 266 135 136 520 519 513 479 2015 YE (+) Additions (-) Cancelations 2016 YE (+) Additions (-) Cancelations 2017 YE (+) Additions (-) Cancelations 2018YTD Note: Year to date as of September 2018. 23


Projected Subscriber Breakdown by Product CONFIDENTIAL • Projections assume Identity Guard with Watson, a product launched in 2017, will make up the majority of subscribers by 2021 % Breakdown of Subscribers (Classic Identity Guard vs. Identity Guard with Watson) Classic Identity Guard Identity Guard with Watson 4.4% 33.6% 47.6% 61.4% 69.6% 95.6% 66.4% 52.4% 38.6% 30.4% 2018F 2019F 2020F 2021F 2022F Note: Subscriber breakdown excludes subscribers from financial institutions. Data reflects company provided projections. 24Projected Subscriber Breakdown by Product CONFIDENTIAL • Projections assume Identity Guard with Watson, a product launched in 2017, will make up the majority of subscribers by 2021 % Breakdown of Subscribers (Classic Identity Guard vs. Identity Guard with Watson) Classic Identity Guard Identity Guard with Watson 4.4% 33.6% 47.6% 61.4% 69.6% 95.6% 66.4% 52.4% 38.6% 30.4% 2018F 2019F 2020F 2021F 2022F Note: Subscriber breakdown excludes subscribers from financial institutions. Data reflects company provided projections. 24


Recent Operating Expenses Trends CONFIDENTIAL • Profitability has predominantly been maintained by significant reductions in marketing and G&A expenses since 2015 ➢ COGS and commissions declined roughly in proportion to revenue declines ➢ Marketing declined 70% over that time period, and total marketing is projected to be $3M in FY 2018 Operating Expenses Over Time ($mm) $190.1 Marketing $161.3 $17.8 $153.4 $143.2 $13.1 $11.4 $57.6 $5.3 G&A $52.0 $52.1 $51.9 $50.8 Commissions $42.8 $38.4 $36.7 Cost of Revenue $63.9 $53.4 $51.6 $49.4 2015 2016 2017 LTM Operating Expenses as a Percent of Revenue Over Time 7.1% 3.4% 8.8% 7.6% Marketing 32.8% 33.2% 28.5% 30.2% G&A 25.2% 24.2% 24.9% 23.5% Commissions Cost of Revenue 32.5% 31.7% 31.1% 31.6% 2015 2016 2017 LTM Note: Other income / (expense) is included in G&A. Historical figures exclude discontinued operations. LTM as of August 2018. 25Recent Operating Expenses Trends CONFIDENTIAL • Profitability has predominantly been maintained by significant reductions in marketing and G&A expenses since 2015 ➢ COGS and commissions declined roughly in proportion to revenue declines ➢ Marketing declined 70% over that time period, and total marketing is projected to be $3M in FY 2018 Operating Expenses Over Time ($mm) $190.1 Marketing $161.3 $17.8 $153.4 $143.2 $13.1 $11.4 $57.6 $5.3 G&A $52.0 $52.1 $51.9 $50.8 Commissions $42.8 $38.4 $36.7 Cost of Revenue $63.9 $53.4 $51.6 $49.4 2015 2016 2017 LTM Operating Expenses as a Percent of Revenue Over Time 7.1% 3.4% 8.8% 7.6% Marketing 32.8% 33.2% 28.5% 30.2% G&A 25.2% 24.2% 24.9% 23.5% Commissions Cost of Revenue 32.5% 31.7% 31.1% 31.6% 2015 2016 2017 LTM Note: Other income / (expense) is included in G&A. Historical figures exclude discontinued operations. LTM as of August 2018. 25


Continued Cost Control Initiatives CONFIDENTIAL • The Company has continued to implement cost savings moves, such as headcount reductions, and is planning several more initiatives to implement through 2020 • Some initiatives, such as bringing certain technology platforms in-house, present operational risks Note: Reflects company provided projections. 26Continued Cost Control Initiatives CONFIDENTIAL • The Company has continued to implement cost savings moves, such as headcount reductions, and is planning several more initiatives to implement through 2020 • Some initiatives, such as bringing certain technology platforms in-house, present operational risks Note: Reflects company provided projections. 26


Balance Sheet and Debt Overview CONFIDENTIAL • Following the termination of the former CEO in February 2018, PEAK6 negotiated the accelerated repayment of its term loan of $20.5M ➢ Requires monthly principal payments of $1.5M from June through November and maturity date of December 2018 • As of September 2018 the company had $5.7 of unrestricted cash and $14.5 million short term balance due • Without additional sources of liquidity, and barring negative cash surprises, the daily cash projection forecasts a potential breach of the minimum cash balance the first week of December and an inability to repay the total debt balance Intersections Inc. Balance Sheet ($ in thousands) August 31, 2018 August 31, 2018 Current Assets Current Liabilities Cash and cash equivalents $ 5 ,943 Current portion of long-term debt $ 18,645 Accounts Receivable 5,954 Capital leases - current portion 333 Contract Assets 593 Accounts payable 3,253 Prepaid expenses and other current assets 4,703 Accrued expenses and other current liabilities 8,544 Income Tax Receivable 1,308 Accrued payroll and employee benefits 390 Total Current Assets $ 18,500 Commissions payable 356 Deferred Revenue 4,049 Property and equipment, net 8,938 Total Current Liabilities $ 35,571 Goodwill 9,763 Intangible Assets, net 187 Capital leases - long-term portion 152 Contract Costs - Non-Current 392 Other long-term liabilities 1,809 Other assets 1,157 Deferred tax liability, long-term portion 7 Total Assets $ 3 8,938 Total Liabilities $ 37,539 Total Stockholders' Equity 1,399 Total Liabilities and Equity $ 3 8,938 27Balance Sheet and Debt Overview CONFIDENTIAL • Following the termination of the former CEO in February 2018, PEAK6 negotiated the accelerated repayment of its term loan of $20.5M ➢ Requires monthly principal payments of $1.5M from June through November and maturity date of December 2018 • As of September 2018 the company had $5.7 of unrestricted cash and $14.5 million short term balance due • Without additional sources of liquidity, and barring negative cash surprises, the daily cash projection forecasts a potential breach of the minimum cash balance the first week of December and an inability to repay the total debt balance Intersections Inc. Balance Sheet ($ in thousands) August 31, 2018 August 31, 2018 Current Assets Current Liabilities Cash and cash equivalents $ 5 ,943 Current portion of long-term debt $ 18,645 Accounts Receivable 5,954 Capital leases - current portion 333 Contract Assets 593 Accounts payable 3,253 Prepaid expenses and other current assets 4,703 Accrued expenses and other current liabilities 8,544 Income Tax Receivable 1,308 Accrued payroll and employee benefits 390 Total Current Assets $ 18,500 Commissions payable 356 Deferred Revenue 4,049 Property and equipment, net 8,938 Total Current Liabilities $ 35,571 Goodwill 9,763 Intangible Assets, net 187 Capital leases - long-term portion 152 Contract Costs - Non-Current 392 Other long-term liabilities 1,809 Other assets 1,157 Deferred tax liability, long-term portion 7 Total Assets $ 3 8,938 Total Liabilities $ 37,539 Total Stockholders' Equity 1,399 Total Liabilities and Equity $ 3 8,938 27


Cash Flow Trends and Projections CONFIDENTIAL • Projections assume new financing consisting of $15M of debt and $4M of equity in October 2018 and imply interest payments of approximately $1M - $2M per year Adjusted Operating Cash Flow ($mm) $10.9 $10.6 $5.1 $4.7 $2.5 2018F 2019F 2020F 2021F 2022F ($mm) 2018F 2019F 2020F 2021F 2022F Adjusted EBITDA $9.4 $6.0 $8.8 $16.2 $15.6 Operating Cash Flow before $8.5 $7.6 $9.3 $14.7 $15.0 Interest Capital ($3.4) ($5.1) ($4.6) ($4.1) ($4.1) Expenditures Adjusted Cash Flow before $5.1 $2.5 $4.7 $10.6 $10.9 Debt Service (1) (1) Excludes one-time non-recurring items such as tax refunds and severance and divesture costs. Note: Reflects company provided projections. 28Cash Flow Trends and Projections CONFIDENTIAL • Projections assume new financing consisting of $15M of debt and $4M of equity in October 2018 and imply interest payments of approximately $1M - $2M per year Adjusted Operating Cash Flow ($mm) $10.9 $10.6 $5.1 $4.7 $2.5 2018F 2019F 2020F 2021F 2022F ($mm) 2018F 2019F 2020F 2021F 2022F Adjusted EBITDA $9.4 $6.0 $8.8 $16.2 $15.6 Operating Cash Flow before $8.5 $7.6 $9.3 $14.7 $15.0 Interest Capital ($3.4) ($5.1) ($4.6) ($4.1) ($4.1) Expenditures Adjusted Cash Flow before $5.1 $2.5 $4.7 $10.6 $10.9 Debt Service (1) (1) Excludes one-time non-recurring items such as tax refunds and severance and divesture costs. Note: Reflects company provided projections. 28


CONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process OverviewCONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process Overview


Recent Financing and Marketing Process Background CONFIDENTIAL • In March 2018, the Company began a process to refinance the PEAK6 debt ➢ Engaged Stonegate Capital Markets to facilitate the process, targeting equity and debt financing alternatives ➢ ~185 targets were contacted and 37 calls and meetings with management were held • A term sheet was signed with Hale Capital for $25M of financing in April, but concerns around ability to recover the $25M and market adoption of Identity Guard with Watson stalled diligence • In June 2018, an unsolicited buyout proposal was received from KKR for $3.31per share ➢ The Company subsequently signed an IOI with KKR as well as a separate, unrelated financing term sheet with NewSpring Capital ➢ Extensive diligence processes were conducted with both groups simultaneously ➢ KKR subsequently lowered its proposal to $2.70 per share • The Company formed a Special Committee of its Board of Directors initially to evaluate and respond to the KKR proposal ➢ Engaged Houlihan Lokey as its financial advisor, who contacted several parties as a market check for the Company’s sale • KKR and NewSpring both ultimately dropped out in August and September 2018 ➢ Multiple concerns included run-off revenue risk, delay in Identity Guard with Watson platform, and negative projected cash flows • The Company was contacted in September through an investment banker requesting an introductory meeting with a group of investors led by Hari Ravichandran. The investor group met with the Company and began diligence. ➢ Ultimately submitted a buyout proposal for $3.68 per share ➢ Offer includes a convertible debt financing package to repay PEAK6 and provide additional working capital to execute operating plans ➢ Currently, the investor group is negotiating the definitive agreements with the Company under a period of exclusivity 30Recent Financing and Marketing Process Background CONFIDENTIAL • In March 2018, the Company began a process to refinance the PEAK6 debt ➢ Engaged Stonegate Capital Markets to facilitate the process, targeting equity and debt financing alternatives ➢ ~185 targets were contacted and 37 calls and meetings with management were held • A term sheet was signed with Hale Capital for $25M of financing in April, but concerns around ability to recover the $25M and market adoption of Identity Guard with Watson stalled diligence • In June 2018, an unsolicited buyout proposal was received from KKR for $3.31per share ➢ The Company subsequently signed an IOI with KKR as well as a separate, unrelated financing term sheet with NewSpring Capital ➢ Extensive diligence processes were conducted with both groups simultaneously ➢ KKR subsequently lowered its proposal to $2.70 per share • The Company formed a Special Committee of its Board of Directors initially to evaluate and respond to the KKR proposal ➢ Engaged Houlihan Lokey as its financial advisor, who contacted several parties as a market check for the Company’s sale • KKR and NewSpring both ultimately dropped out in August and September 2018 ➢ Multiple concerns included run-off revenue risk, delay in Identity Guard with Watson platform, and negative projected cash flows • The Company was contacted in September through an investment banker requesting an introductory meeting with a group of investors led by Hari Ravichandran. The investor group met with the Company and began diligence. ➢ Ultimately submitted a buyout proposal for $3.68 per share ➢ Offer includes a convertible debt financing package to repay PEAK6 and provide additional working capital to execute operating plans ➢ Currently, the investor group is negotiating the definitive agreements with the Company under a period of exclusivity 30


Reasons for Interest and Concern CONFIDENTIAL Reasons for Interest Reasons for Concern • Innovator and leader in the industry• Short term liquidity needs • Strong industry tailwinds drive growing need for identity • Continued run-off of legacy business and near-term theft protection services expiration of BofA contract • Unproven timing and market adoption of Identity Guard with Watson • Significant marketing spend required to maintain/grow subscriber base • Need for a CEO replacement following prior-CEO termination in early 2018 • Significant requests for minority rights or total dilution 31Reasons for Interest and Concern CONFIDENTIAL Reasons for Interest Reasons for Concern • Innovator and leader in the industry• Short term liquidity needs • Strong industry tailwinds drive growing need for identity • Continued run-off of legacy business and near-term theft protection services expiration of BofA contract • Unproven timing and market adoption of Identity Guard with Watson • Significant marketing spend required to maintain/grow subscriber base • Need for a CEO replacement following prior-CEO termination in early 2018 • Significant requests for minority rights or total dilution 31


Transaction Description CONFIDENTIAL Situation • Intersections and WC SACD One Parent, Inc. are contemplating a transaction in which Parent would acquire all of the outstanding shares of the Company for 100% cash consideration. Transaction Description • The Agreement provides, among other things, that Parent will acquire the Company and the stockholders of the Company will receive consideration of [$3.68] per share for the shares they hold in the Company. Such consideration will be paid by a two-step merger whereby Parent and WC SACD One Merger Sub, Inc., a wholly owned subsidiary of the Parent (“Merger Sub”) will commence a tender offer to purchase the outstanding Shares of the Company at an offer price of [$3.68] (the “Offer Price”). At the consummation of the tender offer, Merger Sub shall acquire all shares of the Company at the Offer Price which are validly tendered and accepted by Merger Sub. Following the tender offer, all shares (other than any Excluded Shares, Dissenting Shares and Rollover Shares) shall be converted automatically into the right to receive an amount in cash equal to the Offer Price without interest thereon (the “Merger Consideration”). The Offer Price and the Merger Consideration are sometimes collectively referred to herein as the Purchase Price. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Merger dated as of October 27, 2018 by and among the Parent, Merger Sub and the Company. 32Transaction Description CONFIDENTIAL Situation • Intersections and WC SACD One Parent, Inc. are contemplating a transaction in which Parent would acquire all of the outstanding shares of the Company for 100% cash consideration. Transaction Description • The Agreement provides, among other things, that Parent will acquire the Company and the stockholders of the Company will receive consideration of [$3.68] per share for the shares they hold in the Company. Such consideration will be paid by a two-step merger whereby Parent and WC SACD One Merger Sub, Inc., a wholly owned subsidiary of the Parent (“Merger Sub”) will commence a tender offer to purchase the outstanding Shares of the Company at an offer price of [$3.68] (the “Offer Price”). At the consummation of the tender offer, Merger Sub shall acquire all shares of the Company at the Offer Price which are validly tendered and accepted by Merger Sub. Following the tender offer, all shares (other than any Excluded Shares, Dissenting Shares and Rollover Shares) shall be converted automatically into the right to receive an amount in cash equal to the Offer Price without interest thereon (the “Merger Consideration”). The Offer Price and the Merger Consideration are sometimes collectively referred to herein as the Purchase Price. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Merger dated as of October 27, 2018 by and among the Parent, Merger Sub and the Company. 32


CONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process OverviewCONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process Overview


Summary of Implied Valuation Ranges CONFIDENTIAL $8.00 $7.10 $7.01 $7.00 $6.00 $5.30 $5.00 $5.00 $4.65 Offer Price: $3.68 $3.87 $4.00 $3.93 $3.31 $3.55 $3.40 $3.00 $2.75 $2.76 $2.76 $2.70 $2.63 $2.95 $2.46 $2.75 $2.70 $2.52 $1.93 $2.00 $2.11 $2.04 $2.06 $1.65 $1.47 $1.29 $1.29 $1.00 $0.00 1-Month 6-Month 1-Year LTM 2018F 2019F LTM 2018F 1-Day 1-Week 1-Month Base Case Base Case EBITDA EBITDA EBITDA EBITDA EBITDA Previous Offers Historical Trading Range Comparable Public Companies Comparable M&A Transactions Premiums Paid Analysis DCF LBO Company Metric $12.8 $9.4 $6.0 $12.8 $9.4 $1.75 $1.84 $1.82 Discount Rate: Exit Multiple: Low 7.0x 7.2x 7.0x 0.5x 0.5x (14.0%) (10.0%) (16.7%) 10.0% - 20.0% 11.0x Mean 12.2x 12.2x 10.9x 12.8x 12.8x 36.4% 36.9% 35.6% Median 11.5x 12.3x 11.5x 19.8x 19.8x 29.5% 29.8% 28.8% Terminal Rate: IRR: High 18.3x 16.8x 14.6x 79.2x 79.2x 116.3% 153.2% 125.5% 9.0 x - 13.0 x 20% - 25% 34Summary of Implied Valuation Ranges CONFIDENTIAL $8.00 $7.10 $7.01 $7.00 $6.00 $5.30 $5.00 $5.00 $4.65 Offer Price: $3.68 $3.87 $4.00 $3.93 $3.31 $3.55 $3.40 $3.00 $2.75 $2.76 $2.76 $2.70 $2.63 $2.95 $2.46 $2.75 $2.70 $2.52 $1.93 $2.00 $2.11 $2.04 $2.06 $1.65 $1.47 $1.29 $1.29 $1.00 $0.00 1-Month 6-Month 1-Year LTM 2018F 2019F LTM 2018F 1-Day 1-Week 1-Month Base Case Base Case EBITDA EBITDA EBITDA EBITDA EBITDA Previous Offers Historical Trading Range Comparable Public Companies Comparable M&A Transactions Premiums Paid Analysis DCF LBO Company Metric $12.8 $9.4 $6.0 $12.8 $9.4 $1.75 $1.84 $1.82 Discount Rate: Exit Multiple: Low 7.0x 7.2x 7.0x 0.5x 0.5x (14.0%) (10.0%) (16.7%) 10.0% - 20.0% 11.0x Mean 12.2x 12.2x 10.9x 12.8x 12.8x 36.4% 36.9% 35.6% Median 11.5x 12.3x 11.5x 19.8x 19.8x 29.5% 29.8% 28.8% Terminal Rate: IRR: High 18.3x 16.8x 14.6x 79.2x 79.2x 116.3% 153.2% 125.5% 9.0 x - 13.0 x 20% - 25% 34


Historical Trading Data CONFIDENTIAL Trading Data (as of 10/26/2018) Close Price $1.75 1-Week VWAP $1.74 Average Volume (3 Month) 21,619 Common Shares 24.4M 1-Month VWAP $1.82 Float 37.2% Market Capitalization $40.2 1-Year VWAP $2.00 % Held by Institutions 11.4% Cash and (Debt) $7.7 and ($20.5) 52-Week High $2.75 % Held by Insiders 10.9% Enterprise Value $53.0 52-Week Low $1.29 Shares Short (Prior Month) 1.6M Two-Year Stock Price and Volume $7.00 $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 Source: Capital IQ. 35 Volume Stock Price Oct. 2016 Nov. 2016 Dec. 2016 Jan. 2017 Feb. 2017 Mar. 2017 Apr. 2017 May. 2017 Jun. 2017 Jul. 2017 Aug. 2017 Sep. 2017 Oct. 2017 Nov. 2017 Dec. 2017 Jan. 2018 Feb. 2018 Mar. 2018 Apr. 2018 May. 2018 Jun. 2018 Jul. 2018 Aug. 2018 Sep. 2018Historical Trading Data CONFIDENTIAL Trading Data (as of 10/26/2018) Close Price $1.75 1-Week VWAP $1.74 Average Volume (3 Month) 21,619 Common Shares 24.4M 1-Month VWAP $1.82 Float 37.2% Market Capitalization $40.2 1-Year VWAP $2.00 % Held by Institutions 11.4% Cash and (Debt) $7.7 and ($20.5) 52-Week High $2.75 % Held by Insiders 10.9% Enterprise Value $53.0 52-Week Low $1.29 Shares Short (Prior Month) 1.6M Two-Year Stock Price and Volume $7.00 $6.00 $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 0 Source: Capital IQ. 35 Volume Stock Price Oct. 2016 Nov. 2016 Dec. 2016 Jan. 2017 Feb. 2017 Mar. 2017 Apr. 2017 May. 2017 Jun. 2017 Jul. 2017 Aug. 2017 Sep. 2017 Oct. 2017 Nov. 2017 Dec. 2017 Jan. 2018 Feb. 2018 Mar. 2018 Apr. 2018 May. 2018 Jun. 2018 Jul. 2018 Aug. 2018 Sep. 2018


Comparable Public Companies CONFIDENTIAL LTM CY18F CY19F Price @ 52 Week Range Market Ent. Ent. Val. Ent. Val. Ent. Val. ($ in millions, except per share data) Country Symbol 10/28/18 High Low Cap. Value Rev. EBITDA P/E Rev. EBITDA P/E Rev. EBITDA P/E CPPGroup Plc United Kingdom CPP 0.11 0.19 0.10 93.5 56 0.4 x 9.5 x 34.3x 0.4x NM 24.8x 0.4x 8.6 x 20.9x Equifax Inc. United States EFX 97.19 138.69 90.54 11,718.7 14,155 4.1 x 16.0 x 42.2x 4.1x 12.3 x 17.0x 4.0x 11.5 x 16.3x Experian plc Ireland EXPN 22.48 25.58 19.17 20,226.5 23,409 5.0 x 15.4 x 32.9x 4.8x 13.9 x 22.0x 4.5x 13.0 x 21.4x NICE Information Service Co., Ltd. South Korea A030190 10.12 11.48 7.21 614.3 556 1.7 x 11.3 x 23.1x 1.7x 10.6 x 19.3x 1.6x 9.6 x 17.7x Symantec Corporation United States SYMC 18.65 32.95 17.81 11,913.6 14,621 3.0 x 8.0 x 73.2x 3.1x 7.2 x 12.9x 3.0x 7.0 x 11.0x Tecnoinvestimenti S.p.A. Italy BIT:TECN 7.03 8.48 6.04 327.6 441 1.8 x 7.0 x 11.7x NA NA NA NA NA NA The Dun & Bradstreet Corporation United States DNB 141.85 145.00 105.42 5,267.1 6,420 3.5 x 11.8 x 19.2x 3.6x 12.2 x 17.0x 3.6x 11.7 x 16.2x TransUnion United States TRU 61.59 79.48 51.44 11,412.6 15,380 7.0 x 18.3 x 48.9x 6.6x 16.8 x 24.9x 5.8x 14.6 x 21.8x Min: 0.4 x 7.0 x 11.7 x 0.4x 7.2x 12.9 x 0.4x 7.0x 11.0 x Mean: 3.3 x 12.2 x 35.7 x 3.5x 12.2x 19.7 x 3.2x 10.9x 17.9 x Median: 3.3 x 11.5 x 33.6 x 3.6x 12.3x 19.3 x 3.6x 11.5x 17.7 x Max: 7.0 x 18.3 x 73.2 x 6.6x 16.8x 24.9 x 5.8x 14.6x 21.8 x Source: Capital IQ. 36Comparable Public Companies CONFIDENTIAL LTM CY18F CY19F Price @ 52 Week Range Market Ent. Ent. Val. Ent. Val. Ent. Val. ($ in millions, except per share data) Country Symbol 10/28/18 High Low Cap. Value Rev. EBITDA P/E Rev. EBITDA P/E Rev. EBITDA P/E CPPGroup Plc United Kingdom CPP 0.11 0.19 0.10 93.5 56 0.4 x 9.5 x 34.3x 0.4x NM 24.8x 0.4x 8.6 x 20.9x Equifax Inc. United States EFX 97.19 138.69 90.54 11,718.7 14,155 4.1 x 16.0 x 42.2x 4.1x 12.3 x 17.0x 4.0x 11.5 x 16.3x Experian plc Ireland EXPN 22.48 25.58 19.17 20,226.5 23,409 5.0 x 15.4 x 32.9x 4.8x 13.9 x 22.0x 4.5x 13.0 x 21.4x NICE Information Service Co., Ltd. South Korea A030190 10.12 11.48 7.21 614.3 556 1.7 x 11.3 x 23.1x 1.7x 10.6 x 19.3x 1.6x 9.6 x 17.7x Symantec Corporation United States SYMC 18.65 32.95 17.81 11,913.6 14,621 3.0 x 8.0 x 73.2x 3.1x 7.2 x 12.9x 3.0x 7.0 x 11.0x Tecnoinvestimenti S.p.A. Italy BIT:TECN 7.03 8.48 6.04 327.6 441 1.8 x 7.0 x 11.7x NA NA NA NA NA NA The Dun & Bradstreet Corporation United States DNB 141.85 145.00 105.42 5,267.1 6,420 3.5 x 11.8 x 19.2x 3.6x 12.2 x 17.0x 3.6x 11.7 x 16.2x TransUnion United States TRU 61.59 79.48 51.44 11,412.6 15,380 7.0 x 18.3 x 48.9x 6.6x 16.8 x 24.9x 5.8x 14.6 x 21.8x Min: 0.4 x 7.0 x 11.7 x 0.4x 7.2x 12.9 x 0.4x 7.0x 11.0 x Mean: 3.3 x 12.2 x 35.7 x 3.5x 12.2x 19.7 x 3.2x 10.9x 17.9 x Median: 3.3 x 11.5 x 33.6 x 3.6x 12.3x 19.3 x 3.6x 11.5x 17.7 x Max: 7.0 x 18.3 x 73.2 x 6.6x 16.8x 24.9 x 5.8x 14.6x 21.8 x Source: Capital IQ. 36


Revenue and EBITDA Benchmarking CONFIDENTIAL CY 2018F Revenue ($mm) $4,885 $4,729 $2,515 Comp. Average Revenue $3,418 $2,338 $1,763 $332 $151 $139 Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. CY 2018F EBITDA and Margin ($mm) EBITDA % Margin $910 $2,037 39.2% Comp. Average EBITDA 33.7% $1,683 43.1% 29.8% 34.4% $1,153 $916 15.7% $525 6.2% 2.2% $52 $9 $3 Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. Note: Experian plc reported on Fiscal Year. 37Revenue and EBITDA Benchmarking CONFIDENTIAL CY 2018F Revenue ($mm) $4,885 $4,729 $2,515 Comp. Average Revenue $3,418 $2,338 $1,763 $332 $151 $139 Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. CY 2018F EBITDA and Margin ($mm) EBITDA % Margin $910 $2,037 39.2% Comp. Average EBITDA 33.7% $1,683 43.1% 29.8% 34.4% $1,153 $916 15.7% $525 6.2% 2.2% $52 $9 $3 Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. Note: Experian plc reported on Fiscal Year. 37


Growth Rate Benchmarking CONFIDENTIAL Historical and Projected Revenue Growth CY2015-CY2018F Growth CY2018F-CY2019F Growth 55.1% 30.4% 28.3% 22.7% 15.3% 15.7% 14.0% 9.0% 7.7% 6.8% 6.6% 4.2% 3.3% 2.5% (4.1%) (25.2%) Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. Historical and Projected EBITDA Growth CY2015-CY2018F Growth CY2018F-CY2019F Growth 117.7% 112.1% 84.0% 66.1% 22.1% 21.0% 14.7% 14.1% 10.3% 7.3% 6.5% 4.2% 3.1% (20.2%) (35.4%) (78.3%) Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. Note: Experian plc reported on Fiscal Year. 38Growth Rate Benchmarking CONFIDENTIAL Historical and Projected Revenue Growth CY2015-CY2018F Growth CY2018F-CY2019F Growth 55.1% 30.4% 28.3% 22.7% 15.3% 15.7% 14.0% 9.0% 7.7% 6.8% 6.6% 4.2% 3.3% 2.5% (4.1%) (25.2%) Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. Historical and Projected EBITDA Growth CY2015-CY2018F Growth CY2018F-CY2019F Growth 117.7% 112.1% 84.0% 66.1% 22.1% 21.0% 14.7% 14.1% 10.3% 7.3% 6.5% 4.2% 3.1% (20.2%) (35.4%) (78.3%) Intersections Inc. Experian plc Symantec Corporation Equifax Inc. TransUnion The Dun & Bradstreet NICE Information CPPGroup Plc Corporation Service Co., Ltd. Note: Experian plc reported on Fiscal Year. 38


Comparable M&A Transactions CONFIDENTIAL ($ in millions) Implied Enterprise Value Enterprise Value Effective Target Acquiror Enterprise Value / Revenue / EBITDA 10/16/18 EnerCare Inc. (TSX:ECI) Brookfield Infrastructure Partners L.P. (NYSE:BIP) $3,178 3.2x 14.3x 10/05/18 InfoArmor Inc. The Allstate Corporation (NYSE: ALL) $525 NA NA 08/15/18 Identity Force EZ Shield NA NA NA 08/01/18 Capella Education Company Strategic Education, Inc. (NasdaqGS:STRA) $797 1.8x 11.5x 07/16/18 DataX Ltd. Equifax Inc. (NYSE:EFX) NA NA NA 06/04/18 Nicor Energy Services Company American Water Enterprises, LLC $365 2.8x 7.5x 04/10/18 Avante Logixx Inc. (TSXV:XX) Resilience Security Partners LP $22 1.2x 9.5x 01/05/18 AlarmForce Industries Inc. BCE Inc. (TSX:BCE) $146 3.2x 12.0x 11/14/17 FactorTrust, Inc. TransUnion (NYSE:TRU) NA NA NA 08/10/17 ID Watchdog Equifax Inc. $63 5.6x 79.2x 07/27/17 LifeShield, LLC Hawk Capital partners LP NA NA NA 04/03/17 Intel Security Inc. (nka:McAfee LLC) TPG Capital $4,157 NA NA 03/28/17 EZ Shield Inc. The Wicks Group NA NA NA 11/20/16 LifeLock Symantec Corporation $2,528 3.6x 50.0x 08/01/16 Blue Coat, Inc. Symantec Corporation $4,722 7.9x NA 05/29/15 Websense Raytheon Company (NYSE:RTN) $1,891 NA NA 09/13/13 Trusteer, Inc. International Business Machines Corporation (NYSE:IBM) $600 15.0x NA 08/16/13 Security Networks, LLC Monitronics International, Inc. $740 8.1x 13.7x 05/03/13 AMT Consumer Services, Inc. AMT Warranty Corp. $25 0.1x 0.5x 05/17/12 Archipelago Learning, Inc. Edmentum, Inc. $301 4.1x 13.8x 04/30/12 TransUnion Intermediate Holdings, Inc. Advent International Corporation; Goldman Sachs Group, Merchant Banking Divi$ si3 o ,2 n03 3.1x 9.1x 02/28/11 McAfee, Inc. (nka:McAfee LLC) Intel Corporation $6,908 3.4x 16.1x MIN: $22 0.1x 0.5x MEDIAN: $740 3.3x 12.8x MEAN: $1,775 4.5x 19.8x MAX: $6,908 15.0x 79.2x Source: Capital IQ. 39Comparable M&A Transactions CONFIDENTIAL ($ in millions) Implied Enterprise Value Enterprise Value Effective Target Acquiror Enterprise Value / Revenue / EBITDA 10/16/18 EnerCare Inc. (TSX:ECI) Brookfield Infrastructure Partners L.P. (NYSE:BIP) $3,178 3.2x 14.3x 10/05/18 InfoArmor Inc. The Allstate Corporation (NYSE: ALL) $525 NA NA 08/15/18 Identity Force EZ Shield NA NA NA 08/01/18 Capella Education Company Strategic Education, Inc. (NasdaqGS:STRA) $797 1.8x 11.5x 07/16/18 DataX Ltd. Equifax Inc. (NYSE:EFX) NA NA NA 06/04/18 Nicor Energy Services Company American Water Enterprises, LLC $365 2.8x 7.5x 04/10/18 Avante Logixx Inc. (TSXV:XX) Resilience Security Partners LP $22 1.2x 9.5x 01/05/18 AlarmForce Industries Inc. BCE Inc. (TSX:BCE) $146 3.2x 12.0x 11/14/17 FactorTrust, Inc. TransUnion (NYSE:TRU) NA NA NA 08/10/17 ID Watchdog Equifax Inc. $63 5.6x 79.2x 07/27/17 LifeShield, LLC Hawk Capital partners LP NA NA NA 04/03/17 Intel Security Inc. (nka:McAfee LLC) TPG Capital $4,157 NA NA 03/28/17 EZ Shield Inc. The Wicks Group NA NA NA 11/20/16 LifeLock Symantec Corporation $2,528 3.6x 50.0x 08/01/16 Blue Coat, Inc. Symantec Corporation $4,722 7.9x NA 05/29/15 Websense Raytheon Company (NYSE:RTN) $1,891 NA NA 09/13/13 Trusteer, Inc. International Business Machines Corporation (NYSE:IBM) $600 15.0x NA 08/16/13 Security Networks, LLC Monitronics International, Inc. $740 8.1x 13.7x 05/03/13 AMT Consumer Services, Inc. AMT Warranty Corp. $25 0.1x 0.5x 05/17/12 Archipelago Learning, Inc. Edmentum, Inc. $301 4.1x 13.8x 04/30/12 TransUnion Intermediate Holdings, Inc. Advent International Corporation; Goldman Sachs Group, Merchant Banking Divi$ si3 o ,2 n03 3.1x 9.1x 02/28/11 McAfee, Inc. (nka:McAfee LLC) Intel Corporation $6,908 3.4x 16.1x MIN: $22 0.1x 0.5x MEDIAN: $740 3.3x 12.8x MEAN: $1,775 4.5x 19.8x MAX: $6,908 15.0x 79.2x Source: Capital IQ. 39


Premiums Paid Analysis CONFIDENTIAL Purchase Date TEV Deal Size Price Per 1-Day 1-Week 1-Month Announced Target Acquiror ($mm) ($mm) Share Premium Premium Premium 08/17/2018 Zoe's Kitchen, Inc. (NYSE:ZOES) Cava Group, Inc. $298.25 $299.96 $12.75 33.4% 45.9% 24.4% 08/02/2018 Jamba, Inc. FOCUS Brands Inc. $204.69 $213.78 $13.00 16.3% 17.0% 19.1% 03/26/2018 The Finish Line, Inc. JD Sports Fashion plc (LSE:JD.) $464.45 $557.83 $13.50 28.0% 30.3% 28.8% 03/08/2018 Bravo Brio Restaurant Group, Inc. Spice Private Equity AG (SWX:SPCE) $101.50 $101.89 $4.05 16.8% 26.6% 15.7% 02/06/2018 Perry Ellis International, Inc. - $482.30 $486.21 $27.50 21.6% 12.8% 8.4% 10/26/2017 Inventure Foods, Inc. Utz Quality Foods, LLC $140.54 $142.70 $4.00 (10.3%) (9.3%) (16.7%) 10/16/2017 Ruby Tuesday, Inc. NRD Capital Management, LLC $314.51 $362.58 $2.40 20.6% 8.1% 6.7% 10/06/2017 Omega Protein Corporation Cooke Inc. $487.67 $508.65 $22.00 32.5% 32.1% 39.2% 06/29/2017 West Marine, Inc. Monomoy Capital Partners $290.66 $337.63 $12.97 33.7% 34.8% 33.0% 05/22/2017 Nutraceutical International Corporation HGGC, LLC $426.54 $432.68 $41.80 49.3% 40.7% 39.8% 04/11/2017 UCP, Inc. Century Communities, Inc. (NYSE:CCS) $470.71 $504.98 $11.35 22.0% 18.2% 10.7% 01/25/2017 Arctic Cat Inc. Textron Specialized Vehicles Inc. $314.85 $325.33 $18.50 41.3% 35.0% 16.7% 11/07/2016 Blue Nile, Inc. Bain Capital Private Equity, LP; Bow Street, LLC $456.16 $496.71 $40.75 33.9% 16.7% 15.1% 09/02/2016 Accuride Corporation Crestview Partners, L.P. $433.02 $460.85 $2.58 55.4% 49.1% 89.7% 07/19/2016 Golden Enterprises, Inc. Utz Quality Foods, LLC $142.38 $144.38 $12.00 60.0% 62.4% 78.8% 06/24/2016 Skullcandy, Inc. Mill Road Capital LP $153.89 $176.04 $6.35 35.7% 39.0% 74.0% 02/05/2016 LeapFrog Enterprises Inc. Vtech Holdings Limited (SEHK:303) $41.02 $93.87 $1.11 95.5% 84.4% 55.8% 08/31/2015 Blyth, Inc. The Carlyle Group L.P. (NasdaqGS:CG) $85.79 $139.69 $6.13 110.1% 110.1% 33.1% 08/10/2015 Fuel Systems Solutions, Inc. Westport Fuel Systems Inc. (TSX:WPRT) $53.16 $114.32 $6.21 0.2% (3.2%) (12.9%) 05/29/2015 Geeknet, Inc. GameStop Corp. (NYSE:GME) $102.75 $139.83 $20.00 5.5% 153.2% 125.5% 04/14/2015 Dover Saddlery, Inc. Webster Capital $73.16 $73.61 $8.50 70.0% 70.0% 84.8% 01/29/2015 Books-A-Million Inc. - $104.87 $22.15 $3.68 116.3% 117.6% 111.3% 09/29/2014 Einstein Noah Restaurant Group, Inc. BDT Capital Partners, LLC; JAB Beech Inc. $481.46 $485.16 $20.25 51.2% 52.5% 42.3% 08/28/2014 Cobra Electronics Corporation Monomoy Capital Partners $43.39 $47.25 $4.30 8.3% 8.6% 3.9% 07/02/2014 Vitacost.com, Inc. The Kroger Co. (NYSE:KR) $258.66 $286.67 $8.00 27.4% 26.6% 23.7% 06/30/2014 Sport Chalet Inc. Vestis Retail Group, LLC $66.71 $7.79 $1.20 18.8% 14.3% 11.1% Source: Capital IQ. 40Premiums Paid Analysis CONFIDENTIAL Purchase Date TEV Deal Size Price Per 1-Day 1-Week 1-Month Announced Target Acquiror ($mm) ($mm) Share Premium Premium Premium 08/17/2018 Zoe's Kitchen, Inc. (NYSE:ZOES) Cava Group, Inc. $298.25 $299.96 $12.75 33.4% 45.9% 24.4% 08/02/2018 Jamba, Inc. FOCUS Brands Inc. $204.69 $213.78 $13.00 16.3% 17.0% 19.1% 03/26/2018 The Finish Line, Inc. JD Sports Fashion plc (LSE:JD.) $464.45 $557.83 $13.50 28.0% 30.3% 28.8% 03/08/2018 Bravo Brio Restaurant Group, Inc. Spice Private Equity AG (SWX:SPCE) $101.50 $101.89 $4.05 16.8% 26.6% 15.7% 02/06/2018 Perry Ellis International, Inc. - $482.30 $486.21 $27.50 21.6% 12.8% 8.4% 10/26/2017 Inventure Foods, Inc. Utz Quality Foods, LLC $140.54 $142.70 $4.00 (10.3%) (9.3%) (16.7%) 10/16/2017 Ruby Tuesday, Inc. NRD Capital Management, LLC $314.51 $362.58 $2.40 20.6% 8.1% 6.7% 10/06/2017 Omega Protein Corporation Cooke Inc. $487.67 $508.65 $22.00 32.5% 32.1% 39.2% 06/29/2017 West Marine, Inc. Monomoy Capital Partners $290.66 $337.63 $12.97 33.7% 34.8% 33.0% 05/22/2017 Nutraceutical International Corporation HGGC, LLC $426.54 $432.68 $41.80 49.3% 40.7% 39.8% 04/11/2017 UCP, Inc. Century Communities, Inc. (NYSE:CCS) $470.71 $504.98 $11.35 22.0% 18.2% 10.7% 01/25/2017 Arctic Cat Inc. Textron Specialized Vehicles Inc. $314.85 $325.33 $18.50 41.3% 35.0% 16.7% 11/07/2016 Blue Nile, Inc. Bain Capital Private Equity, LP; Bow Street, LLC $456.16 $496.71 $40.75 33.9% 16.7% 15.1% 09/02/2016 Accuride Corporation Crestview Partners, L.P. $433.02 $460.85 $2.58 55.4% 49.1% 89.7% 07/19/2016 Golden Enterprises, Inc. Utz Quality Foods, LLC $142.38 $144.38 $12.00 60.0% 62.4% 78.8% 06/24/2016 Skullcandy, Inc. Mill Road Capital LP $153.89 $176.04 $6.35 35.7% 39.0% 74.0% 02/05/2016 LeapFrog Enterprises Inc. Vtech Holdings Limited (SEHK:303) $41.02 $93.87 $1.11 95.5% 84.4% 55.8% 08/31/2015 Blyth, Inc. The Carlyle Group L.P. (NasdaqGS:CG) $85.79 $139.69 $6.13 110.1% 110.1% 33.1% 08/10/2015 Fuel Systems Solutions, Inc. Westport Fuel Systems Inc. (TSX:WPRT) $53.16 $114.32 $6.21 0.2% (3.2%) (12.9%) 05/29/2015 Geeknet, Inc. GameStop Corp. (NYSE:GME) $102.75 $139.83 $20.00 5.5% 153.2% 125.5% 04/14/2015 Dover Saddlery, Inc. Webster Capital $73.16 $73.61 $8.50 70.0% 70.0% 84.8% 01/29/2015 Books-A-Million Inc. - $104.87 $22.15 $3.68 116.3% 117.6% 111.3% 09/29/2014 Einstein Noah Restaurant Group, Inc. BDT Capital Partners, LLC; JAB Beech Inc. $481.46 $485.16 $20.25 51.2% 52.5% 42.3% 08/28/2014 Cobra Electronics Corporation Monomoy Capital Partners $43.39 $47.25 $4.30 8.3% 8.6% 3.9% 07/02/2014 Vitacost.com, Inc. The Kroger Co. (NYSE:KR) $258.66 $286.67 $8.00 27.4% 26.6% 23.7% 06/30/2014 Sport Chalet Inc. Vestis Retail Group, LLC $66.71 $7.79 $1.20 18.8% 14.3% 11.1% Source: Capital IQ. 40


Premiums Paid Analysis (continued) CONFIDENTIAL Purchase Date TEV Deal Size Price Per 1-Day 1-Week 1-Month Announced Target Acquiror ($mm) ($mm) Share Premium Premium Premium 03/17/2014 Hastings Entertainment Inc. Draw Another Circle, LLC $72.51 $73.23 $3.00 57.1% 64.8% 53.9% 12/20/2013 Arden Group, Inc. TPG Capital, L.P. $363.99 $389.71 $126.50 0.7% (1.2%) 1.7% 11/08/2013 Costa Inc. EssilorLuxottica Société anonyme (ENXTPA:EL) $253.48 $317.65 $21.50 7.6% 6.9% 17.9% 10/18/2013 Alico, Inc. (NasdaqGS:ALCO) Arlon Group LLC $281.59 $173.84 $37.00 (14.0%) (10.0%) (15.2%) 09/11/2013 R.G. Barry Corporation Mill Road Capital LP; Blackstone Tactical Opportunities Advisors L.L.C. $212.49 $235.19 $19.00 13.0% 16.2% 19.9% 08/14/2013 Steinway Musical Instruments Inc. Paulson & Co. Inc. $463.42 $488.60 $40.00 4.5% 10.6% 10.0% 01/16/2013 K-Swiss Inc. E. Land World Company, Ltd. $127.87 $170.58 $4.75 47.1% 49.4% 49.8% 12/17/2012 Caribou Coffee Company, Inc. BDT Capital Partners, LLC; JAB Beech Inc. $309.95 $338.54 $16.00 29.9% 27.8% 43.6% 10/17/2012 Cybex International Inc. UM Holdings Ltd. $62.66 $43.18 $2.55 88.9% 87.5% 75.9% 09/06/2012 Physicians Formula Holdings Inc. Markwins International Corporation $77.17 $78.35 $4.90 12.1% 15.0% 41.2% 07/05/2012 Lacrosse Footwear Inc. ABC-Mart, Inc. (TSE:2670) $145.40 $146.43 $20.00 81.0% 82.0% 84.7% 06/25/2012 J. Alexander's Holdings, Inc. (NYSE:JAX) American Blue Ribbon Holdings, LLC $100.15 $112.96 $14.50 46.5% 46.5% 75.5% 05/31/2012 The Talbots Inc. Sycamore Partners $375.05 $377.60 $2.75 113.2% 7.4% (4.2%) 05/22/2012 Benihana Inc. Angelo, Gordon & Co., L.P. $275.02 $295.67 $16.30 22.6% 17.8% 19.9% 05/14/2012 Golfsmith International Holdings Inc. Golf Town USA, Inc. $150.50 $159.20 $6.10 29.5% 29.8% 38.0% 05/01/2012 Imperial Sugar Co. Louis Dreyfus Commodities LLC $147.58 $148.07 $6.35 56.8% 60.4% 35.4% 03/19/2012 Adams Golf Inc. Taylor Made Golf Company, Inc. $70.44 $88.65 $10.80 9.5% 10.2% 36.5% 03/13/2012 Midas, Inc. TBC Corporation, Inc. $275.31 $275.51 $11.50 27.9% 31.0% 22.0% 03/05/2012 Archipelago Learning, Inc. Edmentum, Inc. $301.28 $365.90 $11.10 22.8% 17.3% 4.7% 02/24/2012 Kenneth Cole Productions Inc. - $245.70 $161.85 $15.25 16.7% 18.7% 24.0% 02/06/2012 O'Charley's Inc. Fidelity National Financial, Inc. (NYSE:FNF) $197.92 $196.04 $9.85 42.4% 50.6% 75.9% Min: (14.0%) (10.0%) (16.7%) Mean: 36.4% 36.9% 35.6% Median: 29.5% 29.8% 28.8% Max: 116.3% 153.2% 125.5% Source: Capital IQ. 41Premiums Paid Analysis (continued) CONFIDENTIAL Purchase Date TEV Deal Size Price Per 1-Day 1-Week 1-Month Announced Target Acquiror ($mm) ($mm) Share Premium Premium Premium 03/17/2014 Hastings Entertainment Inc. Draw Another Circle, LLC $72.51 $73.23 $3.00 57.1% 64.8% 53.9% 12/20/2013 Arden Group, Inc. TPG Capital, L.P. $363.99 $389.71 $126.50 0.7% (1.2%) 1.7% 11/08/2013 Costa Inc. EssilorLuxottica Société anonyme (ENXTPA:EL) $253.48 $317.65 $21.50 7.6% 6.9% 17.9% 10/18/2013 Alico, Inc. (NasdaqGS:ALCO) Arlon Group LLC $281.59 $173.84 $37.00 (14.0%) (10.0%) (15.2%) 09/11/2013 R.G. Barry Corporation Mill Road Capital LP; Blackstone Tactical Opportunities Advisors L.L.C. $212.49 $235.19 $19.00 13.0% 16.2% 19.9% 08/14/2013 Steinway Musical Instruments Inc. Paulson & Co. Inc. $463.42 $488.60 $40.00 4.5% 10.6% 10.0% 01/16/2013 K-Swiss Inc. E. Land World Company, Ltd. $127.87 $170.58 $4.75 47.1% 49.4% 49.8% 12/17/2012 Caribou Coffee Company, Inc. BDT Capital Partners, LLC; JAB Beech Inc. $309.95 $338.54 $16.00 29.9% 27.8% 43.6% 10/17/2012 Cybex International Inc. UM Holdings Ltd. $62.66 $43.18 $2.55 88.9% 87.5% 75.9% 09/06/2012 Physicians Formula Holdings Inc. Markwins International Corporation $77.17 $78.35 $4.90 12.1% 15.0% 41.2% 07/05/2012 Lacrosse Footwear Inc. ABC-Mart, Inc. (TSE:2670) $145.40 $146.43 $20.00 81.0% 82.0% 84.7% 06/25/2012 J. Alexander's Holdings, Inc. (NYSE:JAX) American Blue Ribbon Holdings, LLC $100.15 $112.96 $14.50 46.5% 46.5% 75.5% 05/31/2012 The Talbots Inc. Sycamore Partners $375.05 $377.60 $2.75 113.2% 7.4% (4.2%) 05/22/2012 Benihana Inc. Angelo, Gordon & Co., L.P. $275.02 $295.67 $16.30 22.6% 17.8% 19.9% 05/14/2012 Golfsmith International Holdings Inc. Golf Town USA, Inc. $150.50 $159.20 $6.10 29.5% 29.8% 38.0% 05/01/2012 Imperial Sugar Co. Louis Dreyfus Commodities LLC $147.58 $148.07 $6.35 56.8% 60.4% 35.4% 03/19/2012 Adams Golf Inc. Taylor Made Golf Company, Inc. $70.44 $88.65 $10.80 9.5% 10.2% 36.5% 03/13/2012 Midas, Inc. TBC Corporation, Inc. $275.31 $275.51 $11.50 27.9% 31.0% 22.0% 03/05/2012 Archipelago Learning, Inc. Edmentum, Inc. $301.28 $365.90 $11.10 22.8% 17.3% 4.7% 02/24/2012 Kenneth Cole Productions Inc. - $245.70 $161.85 $15.25 16.7% 18.7% 24.0% 02/06/2012 O'Charley's Inc. Fidelity National Financial, Inc. (NYSE:FNF) $197.92 $196.04 $9.85 42.4% 50.6% 75.9% Min: (14.0%) (10.0%) (16.7%) Mean: 36.4% 36.9% 35.6% Median: 29.5% 29.8% 28.8% Max: 116.3% 153.2% 125.5% Source: Capital IQ. 41


Discounted Cash Flow Analysis CONFIDENTIAL ($ in millions) Discounted Cash Flow Analysis Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Revenue $ 1 51.0 $ 144.8 $ 1 48.8 $ 145.8 $ 1 45.1 Projected Adjusted EBITDA $ 9.4 $ 6.0 $ 8.8 $ 16.2 $ 15.6 (-): Depreciation & Amortization (5.7) (4.9) (4.6) (4.5) EBIT 0.4 3.9 11.6 11.1 Less: Taxes @ 27.5% (0.1) (1.1) (3.2) (3.1) After Tax Operating Income $ 0 .3 $ 2 .9 $ 8.4 $ 8.1 (+): Depreciation & Amortization 5.7 4.9 4.6 4.5 (-): Change in Working Capital 2.4 (1.3) (1.3) (0.4) (-): Capital Expenditures (5.1) (4.6) (4.1) (4.1) Cash Flow from Continuing Operations $ 3 .2 $ 1 .9 $ 7.7 $ 8.0 Terminal Valuation $ 171.7 Assumptions: DCF Results: Sensitivity Analysis: Equity Value per Share Tax Rate: 27.5% Cash Flow $ 13.8 Terminal Rate Terminal Rate: 11.0x Terminal Value 98.2 $ 3.7 9.0x 11.0x 13.0x Discount Rate: 15.0% Enterprise Value $ 112.0 10.0% $3.70 $4.50 $5.30 4-Year Revenue CAGR (1.0%) Net Debt 12.7 12.5% $3.36 $4.09 $4.81 4-Year EBITDA CAGR 13.6% Equity Value $ 99.3 15.0% $3.05 $3.71 $4.38 FD Shares 26.7 17.5% $2.77 $3.38 $3.99 Value per Share $ 3.71 20.0% $2.52 $3.08 $3.64 Source: Company and North Point estimates. 42 Discount RateDiscounted Cash Flow Analysis CONFIDENTIAL ($ in millions) Discounted Cash Flow Analysis Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Revenue $ 1 51.0 $ 144.8 $ 1 48.8 $ 145.8 $ 1 45.1 Projected Adjusted EBITDA $ 9.4 $ 6.0 $ 8.8 $ 16.2 $ 15.6 (-): Depreciation & Amortization (5.7) (4.9) (4.6) (4.5) EBIT 0.4 3.9 11.6 11.1 Less: Taxes @ 27.5% (0.1) (1.1) (3.2) (3.1) After Tax Operating Income $ 0 .3 $ 2 .9 $ 8.4 $ 8.1 (+): Depreciation & Amortization 5.7 4.9 4.6 4.5 (-): Change in Working Capital 2.4 (1.3) (1.3) (0.4) (-): Capital Expenditures (5.1) (4.6) (4.1) (4.1) Cash Flow from Continuing Operations $ 3 .2 $ 1 .9 $ 7.7 $ 8.0 Terminal Valuation $ 171.7 Assumptions: DCF Results: Sensitivity Analysis: Equity Value per Share Tax Rate: 27.5% Cash Flow $ 13.8 Terminal Rate Terminal Rate: 11.0x Terminal Value 98.2 $ 3.7 9.0x 11.0x 13.0x Discount Rate: 15.0% Enterprise Value $ 112.0 10.0% $3.70 $4.50 $5.30 4-Year Revenue CAGR (1.0%) Net Debt 12.7 12.5% $3.36 $4.09 $4.81 4-Year EBITDA CAGR 13.6% Equity Value $ 99.3 15.0% $3.05 $3.71 $4.38 FD Shares 26.7 17.5% $2.77 $3.38 $3.99 Value per Share $ 3.71 20.0% $2.52 $3.08 $3.64 Source: Company and North Point estimates. 42 Discount Rate


Weighted Average Cost of Capital (WACC) Analysis CONFIDENTIAL Levered Debt / Unlevered Cost of Equity Capital Calculation (1) (2) Company Ticker Beta Equity Beta Components Amount (6) Risk Free Rate 3.08% Comparable Heavily Franchised Restaurants Implied Company Beta (levered) 0.90 (7) CPPGroup Plc CPP 0.49 (0.00) 0.49 Assumed Risk Premium 8.92% Equifax Inc. EFX 1.11 0.22 0.95 Cost of Equity 11.15% Experian plc EXPN 0.68 0.18 0.60 Assumed Small Company Risk Premium 5.00% NICE Information Service Co., Ltd. A030190 0.25 0.00 0.25 Adjusted Cost of Equity 16.15% Symantec Corporation SYMC 0.89 0.42 0.68 Tecnoinvestimenti S.p.A. BIT:TECN 1.01 0.51 0.74 DNB 0.94 0.25 0.79 Cost of Debt Capital Calculation The Dun & Bradstreet Corporation TransUnion TRU 0.97 0.36 0.77 Debt Rate Amount Cost of Debt 10.42% $18.6 Mean 0.79 0.24 0.66 Mean excl. Max and Min 0.83 0.24 0.68 Weighted Average Cost of Capital Calculation Components Cost $MM Capital Cost of Equity Capital 16.15% (3) Company Equity 40.2 68% Cost of Debt Capital 10.42% (4) Company Debt 18.6 32% Estimated Effective Tax Rate 27.50% Company Total Capital 58.8 100% Weighted Average Cost of Capital 13.43% Current Debt/Equity Ratio 46% (5) Assumed Tax Rate 28% Notes: Implied Company Beta (levered) 0.90 (1) 2-year unadjusted levered beta as reported by CapitalIQ. (2) Book value of debt. Equity is the market value of equity based on price and shares outstanding used in the Public Company Comparable analysis. (3) Company equity based on the Company's market cap as of 10/26/2018 (4) Company debt based on August 2018 Balance Sheet (5) Applied Company forward tax rate of 27.5%. (6) Risk Free Rate based on closing 10-Year Treasury Note as of 10/26/18. (7) Risk Premium equals the difference between an assumed market return of 12% and the risk free rate. 43Weighted Average Cost of Capital (WACC) Analysis CONFIDENTIAL Levered Debt / Unlevered Cost of Equity Capital Calculation (1) (2) Company Ticker Beta Equity Beta Components Amount (6) Risk Free Rate 3.08% Comparable Heavily Franchised Restaurants Implied Company Beta (levered) 0.90 (7) CPPGroup Plc CPP 0.49 (0.00) 0.49 Assumed Risk Premium 8.92% Equifax Inc. EFX 1.11 0.22 0.95 Cost of Equity 11.15% Experian plc EXPN 0.68 0.18 0.60 Assumed Small Company Risk Premium 5.00% NICE Information Service Co., Ltd. A030190 0.25 0.00 0.25 Adjusted Cost of Equity 16.15% Symantec Corporation SYMC 0.89 0.42 0.68 Tecnoinvestimenti S.p.A. BIT:TECN 1.01 0.51 0.74 DNB 0.94 0.25 0.79 Cost of Debt Capital Calculation The Dun & Bradstreet Corporation TransUnion TRU 0.97 0.36 0.77 Debt Rate Amount Cost of Debt 10.42% $18.6 Mean 0.79 0.24 0.66 Mean excl. Max and Min 0.83 0.24 0.68 Weighted Average Cost of Capital Calculation Components Cost $MM Capital Cost of Equity Capital 16.15% (3) Company Equity 40.2 68% Cost of Debt Capital 10.42% (4) Company Debt 18.6 32% Estimated Effective Tax Rate 27.50% Company Total Capital 58.8 100% Weighted Average Cost of Capital 13.43% Current Debt/Equity Ratio 46% (5) Assumed Tax Rate 28% Notes: Implied Company Beta (levered) 0.90 (1) 2-year unadjusted levered beta as reported by CapitalIQ. (2) Book value of debt. Equity is the market value of equity based on price and shares outstanding used in the Public Company Comparable analysis. (3) Company equity based on the Company's market cap as of 10/26/2018 (4) Company debt based on August 2018 Balance Sheet (5) Applied Company forward tax rate of 27.5%. (6) Risk Free Rate based on closing 10-Year Treasury Note as of 10/26/18. (7) Risk Premium equals the difference between an assumed market return of 12% and the risk free rate. 43


Leveraged Buyout Scenario CONFIDENTIAL ($ in millions) Purchase Assumptions Sources and Uses of Funds Offer Price per Share $ 3.68 Capital Sources Capital Uses FD Shares Outstanding 26.7 Senior Debt $18.7 Purchase of Equity $98.4 Equity Value $ 9 8.4 Subordinated Debt $0.0 Paydown of Existing Debt and Other Liabilities $1.0 Net Debt (1) 1 2.7 On-Balance Sheet Cash $5.9 Advisory, Financing & Legal $2.8 Enterprise Value $ 111.1 Equity Investment $77.5 Working Capital $0.0 Implied 2018 EBITDA Multiple 11.9x Total Sources $102.2 Total Uses $102.2 Leverage Summary Cost of Debt Leverage Multiple 2.0x Senior Debt Multiple 2.0x Subordinated Debt 0.0x Debt / Total Capitalization 19.5% LIBOR 2.00% Cash Interest 11.00% Spread 5.00% PIK Interest 1.00% Exit Summary Senior Debt Interest 7.00% Sub Debt Interest 12.00% Exit Multiple 11.0x Fees and Expenses $0.3 Fees and Expenses $0.0 2022 EBITDA $ 15.6 Exit Firm Value $ 171.7 Transaction Assumptions Less: 2022 Year-End Debt $ (0.8) Advisory and Legal Fee $2.5 First Projected Year 2019 Exit Equity Value to Sponsor $ 170.9 Tax Rate 27.5% Sponsor Ownership Period 4 yrs Equity Sponsor IRR 21.9% Multiple Return 2.2x Cash Flow Detail Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 IRR Sensitivity Purch. Price Revenue $ 151.0 $ 144.8 $ 148.8 $ 145.8 $ 145.1 $79.6 $92.9 $106.3 $119.7 Price / 22% Share $2.50 $3.00 $3.50 $4.00 Debt Paydown 9.0x 32.1% 23.9% 17.8% 12.9% Projected EBITDA $ 9.4 $ 6.0 $ 8.8 $ 16.2 $ 15.6 9.5x 33.9% 25.6% 19.4% 14.4% (-): Depreciation (5.7) (4.9) (4.6) (4.5) 10.0x 35.6% 27.2% 20.9% 15.9% (-): Interest Expense (1.3) (1.1) (0.8) (0.3) 10.5x 37.3% 28.8% 22.4% 17.3% (-): Cash Income Taxes 0.0 (0.8) (3.0) (3.0) 11.0x 38.9% 30.3% 23.8% 18.7% Net Earnings $ ( 0.9) $ 2.0 $ 7.8 $ 7.8 Multiple Return Sensitivity (+): Depreciation & Amortization 5.7 4.9 4.6 4.5 Purch. Price $79.6 $92.9 $106.3 $119.7 (-): Change in Working Capital 2.4 (1 .3) (1 .3) (0 .4) 2 P .2 r0 ic 6 e 0 5 /8 S5 h 8 a 8 re $2.50 $3.00 $3.50 $4.00 (-): Capital Expenditures (5.1) (4.6) (4.1) (4.1) 9.0x 3.0x 2.4x 1.9x 1.6x Free Cash Flow $ 2.0 $ 1.0 $ 7.1 $ 7.8 9.5x 3.2x 2.5x 2.0x 1.7x 10.0x 3.4x 2.6x 2.1x 1.8x 10.5x 3.6x 2.8x 2.2x 1.9x End of Year Net Debt $ 18.7 $ 1 6.7 $ 15.7 $ 8.6 $ 0.8 11.0x 3.7x 2.9x 2.4x 2.0x (1) Represents net debt / (cash) as of August 2018. 44 Exit Exit Multiple MultipleLeveraged Buyout Scenario CONFIDENTIAL ($ in millions) Purchase Assumptions Sources and Uses of Funds Offer Price per Share $ 3.68 Capital Sources Capital Uses FD Shares Outstanding 26.7 Senior Debt $18.7 Purchase of Equity $98.4 Equity Value $ 9 8.4 Subordinated Debt $0.0 Paydown of Existing Debt and Other Liabilities $1.0 Net Debt (1) 1 2.7 On-Balance Sheet Cash $5.9 Advisory, Financing & Legal $2.8 Enterprise Value $ 111.1 Equity Investment $77.5 Working Capital $0.0 Implied 2018 EBITDA Multiple 11.9x Total Sources $102.2 Total Uses $102.2 Leverage Summary Cost of Debt Leverage Multiple 2.0x Senior Debt Multiple 2.0x Subordinated Debt 0.0x Debt / Total Capitalization 19.5% LIBOR 2.00% Cash Interest 11.00% Spread 5.00% PIK Interest 1.00% Exit Summary Senior Debt Interest 7.00% Sub Debt Interest 12.00% Exit Multiple 11.0x Fees and Expenses $0.3 Fees and Expenses $0.0 2022 EBITDA $ 15.6 Exit Firm Value $ 171.7 Transaction Assumptions Less: 2022 Year-End Debt $ (0.8) Advisory and Legal Fee $2.5 First Projected Year 2019 Exit Equity Value to Sponsor $ 170.9 Tax Rate 27.5% Sponsor Ownership Period 4 yrs Equity Sponsor IRR 21.9% Multiple Return 2.2x Cash Flow Detail Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 IRR Sensitivity Purch. Price Revenue $ 151.0 $ 144.8 $ 148.8 $ 145.8 $ 145.1 $79.6 $92.9 $106.3 $119.7 Price / 22% Share $2.50 $3.00 $3.50 $4.00 Debt Paydown 9.0x 32.1% 23.9% 17.8% 12.9% Projected EBITDA $ 9.4 $ 6.0 $ 8.8 $ 16.2 $ 15.6 9.5x 33.9% 25.6% 19.4% 14.4% (-): Depreciation (5.7) (4.9) (4.6) (4.5) 10.0x 35.6% 27.2% 20.9% 15.9% (-): Interest Expense (1.3) (1.1) (0.8) (0.3) 10.5x 37.3% 28.8% 22.4% 17.3% (-): Cash Income Taxes 0.0 (0.8) (3.0) (3.0) 11.0x 38.9% 30.3% 23.8% 18.7% Net Earnings $ ( 0.9) $ 2.0 $ 7.8 $ 7.8 Multiple Return Sensitivity (+): Depreciation & Amortization 5.7 4.9 4.6 4.5 Purch. Price $79.6 $92.9 $106.3 $119.7 (-): Change in Working Capital 2.4 (1 .3) (1 .3) (0 .4) 2 P .2 r0 ic 6 e 0 5 /8 S5 h 8 a 8 re $2.50 $3.00 $3.50 $4.00 (-): Capital Expenditures (5.1) (4.6) (4.1) (4.1) 9.0x 3.0x 2.4x 1.9x 1.6x Free Cash Flow $ 2.0 $ 1.0 $ 7.1 $ 7.8 9.5x 3.2x 2.5x 2.0x 1.7x 10.0x 3.4x 2.6x 2.1x 1.8x 10.5x 3.6x 2.8x 2.2x 1.9x End of Year Net Debt $ 18.7 $ 1 6.7 $ 15.7 $ 8.6 $ 0.8 11.0x 3.7x 2.9x 2.4x 2.0x (1) Represents net debt / (cash) as of August 2018. 44 Exit Exit Multiple Multiple


CONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process OverviewCONFIDENTIAL Table of Contents Section I Executive Summary Section II Intersections Overview Section III Current Situation and Business Trends Section IV Transaction Detail Section V Valuation Considerations Appendix A Refinancing Process Overview


Overview of Refinancing Process CONFIDENTIAL Refinancing Process Summary: Groups Contacted 185 Calls / Meetings with Management 37 Groups Receiving Dataroom Access 11 Offers Received 6 Refinancing Process Summary 185 37 11 6 Groups Calls / In Person Meetings Groups Receiving Access Offers Contacted with Management to the Dataroom Received 46Overview of Refinancing Process CONFIDENTIAL Refinancing Process Summary: Groups Contacted 185 Calls / Meetings with Management 37 Groups Receiving Dataroom Access 11 Offers Received 6 Refinancing Process Summary 185 37 11 6 Groups Calls / In Person Meetings Groups Receiving Access Offers Contacted with Management to the Dataroom Received 46


Refinancing Process Detail CONFIDENTIAL Groups Contacted (185) • 683 Capital Management, LLC• AWM Investment Company, Inc.• Columbus Capital Management, LLC• Fondren Management, L.P. • ACT Capital Management, LLC• Banneker Partners• Comerica Bank• Forge First Asset Management, Inc. • Adage Capital Management, L.P.• Baraboo Growth, LLC• Connective Capital Management, LLC• Francis Capital Management, LLC • Advantage Capital Partners• Bard Associates, Inc.• Crestline Management, L.P.• Franklin Advisers, Inc. • Advisory Research, Inc.• Barometer Capital Management, Inc.• Crispin Capital Management, LLC• Fuller & Thaler Asset Management, Inc. • AES Capital Management, LLC• Bay City Capital, LLC• Crosslink Capital, Inc.• G2 Investment Partners Management, LLC • AGF Investments, Inc.• Baylight Capital, LLC• Crystal Financial• Galapagos Partners, L.P. • Agility Capital, LLC• BG Capital Group• Dane Capital Management, LLC• GarMark Partners • AIGH Investment Partners, LLC• Black Creek Investment Management, Inc.• Doheny Asset Management, LLC• Gavin Management Group, Inc. • AIP Asset Management• Bloom Investment Counsel, Inc.• Dos Rios Partners• Gemini Strategies, LLC • Akre Capital Management, LLC• Blue Clay Capital Management, LLC• Eagle Private Capital• Golden Gate Capital • Alder Hill Management, L.P.• Boardman Bay Capital Management, LLC• Eastward Capital Partners, LLC• GPB Capital • AlphaNorth Asset Management• Bonanza Fund Management, Inc.• EFO Financial Group, LLC• Grand Slam Asset Management, LLC • Altum Capital Management• Bortel Investment Management, LLC• Elliott Management Corporation• Granite Investment Partners, LLC • Alyeska Investment Group, L.P.• CAM Capital• Elm Park Capital Management, LLC• Graycliff Partners • Angelo Gordon & Company, L.P.• Camden Partners Holdings, LLC• Empery Asset Management, L.P.• GrizzlyRock Capital, LLC • Anson Advisors, Inc.• Cannell Capital LLC• Empire Capital Funds, LLC• Gruneich Fund • Anthos Capital, L.P.• Castle Creek Arbitrage, LLC• Endeavour Capital• Hale Capital Management, L.P. • Ares Management, LLC• Centrecourt Asset Management, LLC• Escalate Capital Partners• Harbert Management Corporation • Armistice Capital, LLC• Chicago Venture Partners, L.P.• Esousa Holdings, LLC• HarbourVest • Ascend Capital, LLC• CI Investments, Inc.• Falcon Investment Advisors• Headlands Capital • Aspenwood Capital• CIBC• Falcon Point Capital, LLC• Heights Capital Management, Inc. • Aspire Capital Partners, LLC• Clayton Partners, LLC• Farallon Capital Management, LLC (U.S.)• Hercules Technology Growth Capital • Asymmetry Capital Management, L.P.• Clear Harbor Asset Management, LLC• Farragut Capital Partners• Hickory Venture Capital Corporation • Atalaya Capital Management, L.P.• Cleveland Capital Management, LLC• First Wilshire Securities Management• Highbridge Capital Management, LLC • Audax Mezzanine• Clinton Group, Inc.• Five Points Capital• Highview Advisors, L.P. 47Refinancing Process Detail CONFIDENTIAL Groups Contacted (185) • 683 Capital Management, LLC• AWM Investment Company, Inc.• Columbus Capital Management, LLC• Fondren Management, L.P. • ACT Capital Management, LLC• Banneker Partners• Comerica Bank• Forge First Asset Management, Inc. • Adage Capital Management, L.P.• Baraboo Growth, LLC• Connective Capital Management, LLC• Francis Capital Management, LLC • Advantage Capital Partners• Bard Associates, Inc.• Crestline Management, L.P.• Franklin Advisers, Inc. • Advisory Research, Inc.• Barometer Capital Management, Inc.• Crispin Capital Management, LLC• Fuller & Thaler Asset Management, Inc. • AES Capital Management, LLC• Bay City Capital, LLC• Crosslink Capital, Inc.• G2 Investment Partners Management, LLC • AGF Investments, Inc.• Baylight Capital, LLC• Crystal Financial• Galapagos Partners, L.P. • Agility Capital, LLC• BG Capital Group• Dane Capital Management, LLC• GarMark Partners • AIGH Investment Partners, LLC• Black Creek Investment Management, Inc.• Doheny Asset Management, LLC• Gavin Management Group, Inc. • AIP Asset Management• Bloom Investment Counsel, Inc.• Dos Rios Partners• Gemini Strategies, LLC • Akre Capital Management, LLC• Blue Clay Capital Management, LLC• Eagle Private Capital• Golden Gate Capital • Alder Hill Management, L.P.• Boardman Bay Capital Management, LLC• Eastward Capital Partners, LLC• GPB Capital • AlphaNorth Asset Management• Bonanza Fund Management, Inc.• EFO Financial Group, LLC• Grand Slam Asset Management, LLC • Altum Capital Management• Bortel Investment Management, LLC• Elliott Management Corporation• Granite Investment Partners, LLC • Alyeska Investment Group, L.P.• CAM Capital• Elm Park Capital Management, LLC• Graycliff Partners • Angelo Gordon & Company, L.P.• Camden Partners Holdings, LLC• Empery Asset Management, L.P.• GrizzlyRock Capital, LLC • Anson Advisors, Inc.• Cannell Capital LLC• Empire Capital Funds, LLC• Gruneich Fund • Anthos Capital, L.P.• Castle Creek Arbitrage, LLC• Endeavour Capital• Hale Capital Management, L.P. • Ares Management, LLC• Centrecourt Asset Management, LLC• Escalate Capital Partners• Harbert Management Corporation • Armistice Capital, LLC• Chicago Venture Partners, L.P.• Esousa Holdings, LLC• HarbourVest • Ascend Capital, LLC• CI Investments, Inc.• Falcon Investment Advisors• Headlands Capital • Aspenwood Capital• CIBC• Falcon Point Capital, LLC• Heights Capital Management, Inc. • Aspire Capital Partners, LLC• Clayton Partners, LLC• Farallon Capital Management, LLC (U.S.)• Hercules Technology Growth Capital • Asymmetry Capital Management, L.P.• Clear Harbor Asset Management, LLC• Farragut Capital Partners• Hickory Venture Capital Corporation • Atalaya Capital Management, L.P.• Cleveland Capital Management, LLC• First Wilshire Securities Management• Highbridge Capital Management, LLC • Audax Mezzanine• Clinton Group, Inc.• Five Points Capital• Highview Advisors, L.P. 47


Refinancing Process Detail (continued) CONFIDENTIAL Groups Contacted (185) • Hillsdale Investment Management, Inc.• Manulife Asset Management, LTD• Senvest Management, LLC• Whitebox Advisors, LLC • Horizon Technology Finance • MAZ Partners, LLC• Sigma One• Wolverine Asset Management, LLC Management, LLC • Millennium Management, LLC• Silicon Valley Bank• Wynnefield Capital, Inc. • HPS Investment Partners, LLC • Multiplier Capital, L.P.• SLF Management, LLC• Yorkville Advisors, LLC • Hudson Bay Capital Management, L.P. • NewSpring Capital• Southshore Capital Partners, L.P. • Hunting Dog Capital • Nokomis Capital, LLC• Square 1 Asset Management, Inc. • Intracoastal Capital, LLC • North Atlantic Capital• Stonepine Capital Management, LLC • InView Investment Management, LLC • Onset Ventures• Summit Partners L.P. • Iroquois Capital Management, LLC • ORIX Venture Finance, LLC• TA Associates Management, L.P. (US) • iSubscribed • Park City Capital, LLC• TCW Investment Management Company • JGB Management, Inc. • Pennington Capital Management, LLC• TD Asset Management, Inc. • Juniperhill Asset Management, LLC • Perritt Capital Management, Inc.• Tennenbaum Capital Partners, LLC • Jupiter Peak Capital, LLC • Pinnacle Ventures• Titan Capital Group III, L.P. • K.J. Harrison & Partners, Inc. • Plough Penny Partners, L.P.• Tocqueville Asset Management, L.P. • K2 & Associates Investment Management, • Polar Asset Management Partners, Inc.• Towerview, LLC Inc. • Poplar Point Capital Management, LLC• TRINITY Capital Investors, Inc. • Kilgharrah Asset Management, Inc. • Potrero Capital Research, LLC• Triplepoint Capital, LLC • Kinetics Asset Management, LLC • Prescott Group Capital Management, LLC• Virginia Commercial Finance • Kingsbrook Partners, L.P. • QCM, LLC• Walrus Partners, LLC • Kitano Capital, LLC • Radcliffe Capital Management, L.P.• Warberg Asset Management, LLC • KKR • Razi Capital• Weber Capital Management, LLC • Landmark Partners, Inc. • Redwood Fund• Wellington Management Company, LLP • Lark Investments, Inc. • Renovo Capital• Wells Fargo Bank, National Association • Lincoln Park Capital Fund, LLC • Riva Ridge / B Riley FBR• Western Standard, LLC • LNC Partners • Sabine Capital Partners• Western Technology Investment (WTI) • Loomis Sayles & Company, L.P. • Selective Asset Management, Inc.• Westwood Management Corporation • Manchester Management Company, LLC 48Refinancing Process Detail (continued) CONFIDENTIAL Groups Contacted (185) • Hillsdale Investment Management, Inc.• Manulife Asset Management, LTD• Senvest Management, LLC• Whitebox Advisors, LLC • Horizon Technology Finance • MAZ Partners, LLC• Sigma One• Wolverine Asset Management, LLC Management, LLC • Millennium Management, LLC• Silicon Valley Bank• Wynnefield Capital, Inc. • HPS Investment Partners, LLC • Multiplier Capital, L.P.• SLF Management, LLC• Yorkville Advisors, LLC • Hudson Bay Capital Management, L.P. • NewSpring Capital• Southshore Capital Partners, L.P. • Hunting Dog Capital • Nokomis Capital, LLC• Square 1 Asset Management, Inc. • Intracoastal Capital, LLC • North Atlantic Capital• Stonepine Capital Management, LLC • InView Investment Management, LLC • Onset Ventures• Summit Partners L.P. • Iroquois Capital Management, LLC • ORIX Venture Finance, LLC• TA Associates Management, L.P. (US) • iSubscribed • Park City Capital, LLC• TCW Investment Management Company • JGB Management, Inc. • Pennington Capital Management, LLC• TD Asset Management, Inc. • Juniperhill Asset Management, LLC • Perritt Capital Management, Inc.• Tennenbaum Capital Partners, LLC • Jupiter Peak Capital, LLC • Pinnacle Ventures• Titan Capital Group III, L.P. • K.J. Harrison & Partners, Inc. • Plough Penny Partners, L.P.• Tocqueville Asset Management, L.P. • K2 & Associates Investment Management, • Polar Asset Management Partners, Inc.• Towerview, LLC Inc. • Poplar Point Capital Management, LLC• TRINITY Capital Investors, Inc. • Kilgharrah Asset Management, Inc. • Potrero Capital Research, LLC• Triplepoint Capital, LLC • Kinetics Asset Management, LLC • Prescott Group Capital Management, LLC• Virginia Commercial Finance • Kingsbrook Partners, L.P. • QCM, LLC• Walrus Partners, LLC • Kitano Capital, LLC • Radcliffe Capital Management, L.P.• Warberg Asset Management, LLC • KKR • Razi Capital• Weber Capital Management, LLC • Landmark Partners, Inc. • Redwood Fund• Wellington Management Company, LLP • Lark Investments, Inc. • Renovo Capital• Wells Fargo Bank, National Association • Lincoln Park Capital Fund, LLC • Riva Ridge / B Riley FBR• Western Standard, LLC • LNC Partners • Sabine Capital Partners• Western Technology Investment (WTI) • Loomis Sayles & Company, L.P. • Selective Asset Management, Inc.• Westwood Management Corporation • Manchester Management Company, LLC 48


Refinancing Process Detail (continued) CONFIDENTIAL Calls and In Person Meetings with Management (37) • AIP Asset Management• Connective Capital Management• Hercules• Sigma One • Akre Capital Management• Crystal Financial• Hercules Technology Growth• Silicon Valley Bank • Altum Capital Management• Eastward Capital Partners, LLC• iSubscribed• Summit Partners L.P. • Atalaya Capital Management, L.P.• Elm Park Capital Management, LLC• KKR• Virginia Commercial Finance • AWM Investment Company, Inc.• Francis Capital Management, LLC• Lincoln Park Capital Fund, LLC• Warberg Asset Management, LLC • Bard Associates, Inc.• GPB Capital• New Spring• Western Standard, LLC • Centrecourt Asset Management• Gruneich Fund• Poplar Point Capital Management• Westwood Management Corp. • Chicago Venture Partners, L.P.• Hale Capital Management, L.P.• QCM, LLC • CIBC• Heights Capital Management, Inc.• Renovo Capital Offers Received (6) • Crystal Financial• iSubscribed• NewSpring Capital • Hale Capital• KKR• Riva Ridge / B Riley FBR Note: Some groups had both calls and meetings with management which are counted as two separate events. 49Refinancing Process Detail (continued) CONFIDENTIAL Calls and In Person Meetings with Management (37) • AIP Asset Management• Connective Capital Management• Hercules• Sigma One • Akre Capital Management• Crystal Financial• Hercules Technology Growth• Silicon Valley Bank • Altum Capital Management• Eastward Capital Partners, LLC• iSubscribed• Summit Partners L.P. • Atalaya Capital Management, L.P.• Elm Park Capital Management, LLC• KKR• Virginia Commercial Finance • AWM Investment Company, Inc.• Francis Capital Management, LLC• Lincoln Park Capital Fund, LLC• Warberg Asset Management, LLC • Bard Associates, Inc.• GPB Capital• New Spring• Western Standard, LLC • Centrecourt Asset Management• Gruneich Fund• Poplar Point Capital Management• Westwood Management Corp. • Chicago Venture Partners, L.P.• Hale Capital Management, L.P.• QCM, LLC • CIBC• Heights Capital Management, Inc.• Renovo Capital Offers Received (6) • Crystal Financial• iSubscribed• NewSpring Capital • Hale Capital• KKR• Riva Ridge / B Riley FBR Note: Some groups had both calls and meetings with management which are counted as two separate events. 49