Education Technology Q2 2019

Capstone Headwaters

EDUCATION TECHNOLOGY Q2 2019

TABLE OF CONTENTS MERGER & ACQUISTION OVERVIEW

 M&A Overview Following a year of unprecedented merger and acquisition (M&A) volume, the  Top Public Players Education Technology (EdTech) industry has kept pace with 2018 activity with 57 deals announced or closed in the US and Canada year-to-date.  Notable Transactions  Select Transactions Private equity groups (PEGs) remain very active buyers and have accounted for  Public Company Data 54% of deal volume to-date. In a take-private transaction, leading human capital management (HCM) solutions providerTheUltimateSoftwareGroup,  Firm Transactions in Market Inc. (formerly NASDAQ:ULTI) was acquired in April by a group of investment  Firm Track Record firms. The deal closed for $11 billion at 9.5x revenue, representing a 32% premium over Ultimate’s 30-day average stock price ending February 1.

Public companies have also been active buyers as they utilize M&A to access new customers, services, and geographies. Notably, higher education services CONTRIBUTORS provider Bridgepoint Education, Inc. (formerly NYSE:BPI) changed its name to Zovio as part of its strategy to redefine itself as an EdTech company and Jacob Voorhees transferred its listing to the Nasdaq (ZVO). Already in 2019, Zovio has acquired Managing Director, online teaching platform Tutorme.Com Inc. (April, $4.8 million) and software Head of Education Practice, development school Fullstack Academy (April, $47.9 million). Head of Global M&A 617-619-3323 Strong M&A activity is expected to continue as technology becomes integralto [email protected] all aspects of education. Additionally, funding in US EdTech reached a record high of $1.4 billion in 2018, according to EdSurge, and the coming of age of David Michaels these start-up companies is expected to help drive consolidation.1 Managing Director, Head of Technology, Media & M&A Activity: Education Technology Telecom Practice 150 858-926-5950 129 [email protected] 100 84 80 68 Shawn Keenan 58 52 57 Director 50 813-467-9947 [email protected] 0 Number of Transactions 2014 2015 2016 2017 2018 YTD 2018 YTD 2019 Year-to-date ended May 20 Source: Capital IQ, Pitchbook, FactSet, and Capstone Headwaters Research 3 www.capstoneheadwaters.com June 2019 Education Technology | Q2 2019

TOP PUBLIC PLAYERS REVENUE BY SEGMENT

Chegg’s sales increased 26% year-over-year Chegg, Inc. (NYSE:CHGG) (YOY) to $321 million in 2018. Its Services segment has accounted for a growing share of revenue, expanding from 51% to 79% ($253.9 million) of revenue between 2016 and 2018, according to the Annual Report.2 These services include 21.0% study, writing, tutoring, and math tools which students pay to access. Services Conversely, Chegg’s Required Materials segment, which includes the rentalandsaleofprintandonlinetextbooks,shrankfrom49%to21% Required Materials ($67.1 million) of net revenues from 2016 to 2018. Chegg cited its 79.0% partnership with Ingram Book Group LLC as a reason for the decrease in its Required Materials segment since it now receives a commission on textbook sales rather than the total.

Growth Strategy: Chegg spent ~46% of annual operating expenses on R&D and will continue to invest in technology which offers personalized solutions and drives student engagement. In 2018, Chegg acquired content library provider StudyBlue, Inc. (July, $20.8 million) and AI-enhanced platform WriteLab, Inc. (May, $15 million).

Instructure’s YOY sales increased 30% to Instructure, Inc. (NYSE:INST) $209.5millionin2018with19%ofrevenue generated outside the US, according to Company filings.3 Revenue drivers have remained consistent, with Subscription and 10.0% Support driving 90% and Services and Other the remaining 10%. Instructure spent 28% of operating expenses on R&D and 47% on Services & Other Sales and Marketing as it sought to expand internationally. Subscription & Growth Strategy: Instructure’s forward-looking initiatives include Support gaining new customers in the underserved Cloud-Based Learning and 90.0% Assessment Performance Application market. Instructure sees the greatest opportunity for this in the Corporate market, where, unlike the Higher Education market, legacy systems are not in place and, unlike K-12 market, they are ready to adopt learning management systems. The Company will also seek to maximize existing customer channels by offering new applications and services.

Tylerreportedarevenueincreaseof11% Tyler Technologies (NYSE:TYL) YOY to $935 million in 2018.4 Maintenance drove 41% ($384.3 million) of revenue and Subscriptions 23.6% ($221 million). 2.3% 2.5% Software Services Growth Strategy: With 29 consecutive quarters of double-digit growth and annual revenue approaching one billion, Tyler noted that 10.0% 20.5% Subscriptions healthy growth together with strategic acquisitions will be essential to Maintenance maintain robust expansion. Tyler made its largest acquisition in Software Licenses February with the purchase of business process management software provider MicroPact for $204.2 million or 2.9x revenue. In 2018, Tyler 23.6% &Royalties 41.1% made five acquisitions, with the marquee being its $150 million dollar Hardware & Other purchase of cloud-based software Socrata, Inc. in April. Tyler also Appraisal Services acquired SceneDoc, Inc. (December, $6.2 million), MobileEyes Security Canada,Inc.(October,$5.3million),CaseloadPRO,L.P.(August,$9.3 million), and Saga Data Security, LLC (April, $11.5 million). Source: Form 10-Ks 2 Education Technology | Q2 2019

NOTABLE TRANSACTIONS

Nearpod Inc. acquires Flocabulary, Inc. (April 2019, Undisclosed)

PE-backed Nearpod, a platform which enables teachers to sync lessons with students’ devices, has acquired hip-hop music learning tool Flocabulary for an undisclosed sum. Nearpod’s PE investors include Insight Partners, whose portfolio includes EdTech companies Achieve3000, BrightBytes, Udemy, JoyTunes, Chegg, and Turnitin. Acquires Brooklyn-based Flocabulary was founded in 2004 and is now a worldwide platform. Its videos and activities combine educational content with hip-hop music to improve student engagement and content mastery. Flocabulary will add 60 additional employees and will greatly enhance Nearpod’s support, training, product, engineering, and content teams.

“With this acquisition and the talent pool that’s joining our team, we want to keep growing our product offering into new areas for underserved populations. We’re already discussing growth in areas such as vocational content with College & Career Readiness, special education, higher education and how we can serve international markets,” Nearpod CEO Guide Kovalskys told Forbes.5

Renaissance Learning Inc. acquires Freckle Education Inc. (March 2019, Undisclosed)

Renaissance Learning, an assessment technology and school improvement programs provider backed by Francisco Partners Management, has acquired Freckle for an undisclosedsum.

Acquires Freckle offers an education platform that differentiates what and how students learn based on real- time assessments. More than 700,000 teachers use Freckle for ~10 million students across the US and real-time progress can be tracked on an individual, class, school, or district level.

The acquisition builds on Renaissance’s purchase of assessment program provider Early Learning Labs in April 2019 (deal terms undisclosed) and learning analytics tool myON in March 2018 (undisclosed). Renaissance will combine Freckle’s differentiated platform with its Star Math® K–12 assessment solution to uncover more data and improve teacher/student connections and outcomes.

Kahoot! AS acquires Poio AS & WeWantToKnow AS (May 2019, $24.5 Million)

Norwegian game-based learning platform Kahoot! AS (OTCNO:KAHOOT) has completed its first two acquisitions in May for $24.5 million. Following Disney Accelerator’s purchase of a 4% stake in Kahoot in 2017, the company is valued at more than $350 million. Kahoot projected aggressive revenue growth from $2.1 million to $53.2 million from 2018 to 2021, according to its company presentation.6

Acquires On May 15, Kahoot acquired Poio for $6.5 million. Poio is a Scandinavian reading application for children aged three to eight which claims to be the premier literacy application throughout Norway and Sweden. The English version of Poio is set to be launched in July 2019.

On May 9, Kahoot acquired Norwegian mathematic learning application provider DragonBox for $18 million. Since founding in 2011, DragonBox has developed six educational games for children which & have been made available across the globe. ThecorecurriculumofferedthroughPoio and DragonBoxes’ reading and math learning applications are highly complementary to Kahoot’s game-based learning platform and will provide the company will new high-quality content to distribute to its existing channels. 3 Education Technology | Q2 2019

SELECT TRANSACTIONS

Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA

Renaissance Provides a platform for K-12 education that offers 05/20/19 Freckle Education Learning lessons and materials to teachers. ---

Develops a mobile application that engages kids with 05/15/19 Poio Kahoot! written language. $6.5 - -

TA Associates; Provides software management learnings for childcare 05/15/19 Kinderlime --- Procare Software and afterschool.

05/09/19 DragonBox Kahoot! Develops mobile educational games. $18.0 - -

StoryBots Brand 05/09/19 Netflix Comprises an educational animated series. of JibJab Media ---

05/06/19 Knewton John Wiley & Sons Develops platform to personalize educational content. ---

Provides Software-as-a-Service solutions for 05/03/19 Dude Solutions Clearlake Capital ~$500.0 ~5.0x - educational facilities and technology professionals.

Cengage McGraw-Hill Provides content and innovative digital learning 05/01/19 --- Learning Education solutions for academic skills, school, and research.

Technology Crossover Provides service-based software for campus and public 04/25/19 Rave Wireless --- Ventures safety solutions in the United States. Develops a platform for universities that enables 04/23/19 Ulyngo Modo Labs students to buy/sell/promote goods and services. ---

OnCourse Adtalem Global Offers education and compliance solutions courses in 04/15/19 Learning Division Education the field of financial services. $121.0 3.9x -

Provides an intelligent social learning platform that 04/11/19 Declara Futuryng --- connects people to content. Provides benchmark assessments, intervention tools, 04/11/19 TE21 Certica Solutions and training services. ---

Designs and develops schedule builder software 04/10/19 VSB SOFTWARE Digital Architecture --- solutions for personal and academic needs.

Trilogy Education Offers a platform to partner with universities to create 04/08/19 2U $750.0 7.7x - Services and manage skills-based training programs

Early Learning Renaissance Offers preschool assessments for monitoring the 04/08/19 --- Labs Learning growth and development of children. Provides web-and mobile-based instructional videos, 04/08/19 Flocabulary Nearpod to support the development of core literacy skills. ---

Develops enterprise solutions which enable data 04/03/19 Mizuni Hoonuit --- integration, analysis, and mapping.

Operates an online community that allows educators 04/02/19 MasteryConnect Instructure $42.5 - - to connect and collaborate with their colleagues.

Develops and delivers cloud-based talent 04/02/19 AgileHR PrismHR --- management.

Provides an online crowdfunding platform for higher 04/01/19 USEED CampusLogic --- education. Develops a learning platform that measures child 03/29/19 Sparkler Nickelodeon development and delivers personalized content. ---

Assets of Cengage Comprises the Evolve Platform and Elsevier Adaptive 03/29/19 Elsevier --- Learning Quizzing Application of Cengage Learning.

Source: Capital IQ, Pitchbook, FactSet, and Capstone Headwaters Research 4 Education Technology | Q2 2019

SELECT TRANSACTIONS (CONTINUED)

Enterprise EV / LTM Date Target Acquirer Target Business Description Value (mm) Revenue EBITDA

OKpanda Live 03/27/19 ALC Press Offers English learning through a mobile application. --- English Service

Offers custom online and in-person academic 03/19/19 LEARN IT SYSTEMS Gryphon Investors --- intervention programs.

Develops software solutions for budget planning in the 03/17/19 Equiday Allovue --- education system. Offers a tutoring platform with virtual whiteboards, 03/14/19 Tutorme.Com Zovio $4.8 audio/video chat, and screen-sharing. --

Develops a mobile device management tool for 03/11/19 TechPilot Labs Security schools and IT administrators ---

Advance Develops an online educational writing platform with 03/06/19 Turnitin $1,700.0 11.3x - Publications instructors, tools, and student progress assessments.

Assessment Offers an Instructional Improvement and Effectiveness 03/06/19 Imagine Learning --- Technology System and provides an Online Testing Interface. Operates a platform that partners with schools to 02/19/19 Portfolium $42.9 -- Instructure assess student learning and find employment.

Develops admissions and enrollment management 02/19/19 SchoolAdmin Quad Partners software. ---

Business of Comprises the US K12 Courseware Business which 02/18/19 Nexus Capital $250.0 0.5x Pearson offers K-12 learning textbooks and resources. -

Developer of a mobile-first learning platform for 02/07/19 PY Hired interactive courses on coding. ---

Provides a mobile study application that allows 02/07/19 Ready4 TAL Education students to prepare for the GMAT. ---

Provides educational opportunities and curriculum for 02/06/19 Glynlyon Weld North --- a diverse mix of pre K-12 students. Operates as a Software-as-a-Service company that 02/06/19 Infinite Cohesion EMS LINQ provides educational solutions and services in the --- United States. Provides mobile device management solutions for 02/05/19 ZuluDesk JAMF Software --- teachers.

Develops an evidence-based platform designed to 02/04/19 BrightBytes Microsoft --- deploy technology in school classrooms.

Develops a system to help administrators track student 02/04/19 SureWatch SchoolMint --- movement and manage complex campus activities. Provides a team management tool for high school, 01/31/19 AthleteTrax Synergy Commerce --- competitive, and collegiate sport clubs.

Develops a hardware gaming device for kids that 01/16/19 Tangible Play Think & Learn Pvt Ltd $120.0 4.0x - connects to iPad and iPhone.

Houghton Mifflin Develops a learning platform, which provides 01/15/19 PV Waggle $5.40 - - Harcourt academic content for class two to eight. StepStone Operates collaboration platforms for students in 01/09/19 Studydrive Deutschland Europe and internationally. ---

Provides training for working professionals including 01/09/19 GreyCampus Arrina Education live-online and e-learning courses. ---

Turning Centre Lane Develops audience response systems and data 01/02/19 Technologies Partners collection solutions for schools and businesses. ---

Source: Capital IQ, Pitchbook, FactSet, and Capstone Headwaters Research 5 Education Technology | Q2 2019

PUBLIC COMPANY TRADING & OPERATING DATA

Price % 52 Wk Market Enterprise LTM EV / LTM Company 06/07/19 High Cap Value Revenue EBITDA Margin Revenue EBITDA

2U, Inc. $36.59 37.6% $2,308.1 $1,946.7 $441.7 NM NA 4.4x NM

3P Learning Limited $0.71 75.6% $99.6 $92.6 $36.0 $6.2 17.3% 2.6x 14.9x

American Public Education, Inc. $28.91 62.6% $479.5 $276.7 $296.2 $49.3 16.6% 0.9x 5.6x

Asure Software, Inc. $6.29 33.8% $96.9 $209.5 $96.4 $10.1 10.5% 2.2x 20.7x

Blackbaud, Inc. $76.58 63.6% $3,669.9 $4,348.4 $860.3 $121.6 14.1% 5.1x 35.8x

Chegg, Inc. $39.60 95.0% $4,694.5 $4,519.4 $341.5 $21.1 6.2% 13.2x NM

China Online Education Group $6.45 52.3% $131.6 $38.1 $166.6 NM NA NM NM

Cornerstone OnDemand, Inc. $52.44 87.1% $3,128.2 $3,114.4 $544.9 $16.12.9%5.7xNM

Franklin Covey Co. $31.65 96.6% $441.9 $467.0 $219.5 $12.5 5.7% 2.1x 37.4x

GP Strategies Corporation $14.20 70.8% $237.5 $378.7 $529.6 $26.6 5.0% 0.7x 14.2x

Grand Canyon Education, Inc. $128.46 98.7% $6,143.1 $6,302.1 $767.1 $290.2 37.8% 8.2x 21.7x

Houghton Mifflin Harcourt Co. $5.48 51.5% $680.1 $1,515.2 $1,317.3 $39.3 3.0% 1.2x 38.6x

Instructure, Inc. $42.03 83.7% $1,537.6 $1,495.9 $219.6 NM NA 6.8x NM

K12 Inc. $31.61 84.5% $1,228.0 $1,025.2 $998.3 $75.0 7.5% 1.0x 13.7x

Pearson plc $9.89 75.4% $7,696.0 $7,975.7 $5,262.5 $545.0 10.4% 1.5x 14.6x

Pluralsight, Inc. $30.91 80.6% $2,945.1 $2,795.1 $252.0 NM NA 11.1x NM

Rosetta Stone Inc. $24.10 89.7% $574.1 $552.8 $175.4 NM NA 3.2x NM

Strategic Education, Inc. $183.95 98.4% $3,944.5 $3,672.6 $764.2 $132.0 17.3% 4.8x 27.8x

Sunlands Technology Group $2.62 24.9% $447.2 $256.3 $317.6 NM NA 0.8x NM

TAL Education Group $34.37 72.2% $20,338.2 $19,084.7 $2,563.0 $430.4 16.8% 7.4x 44.3x

Tyler Technologies, Inc. $218.43 86.5% $8,374.9 $8,408.3 $961.2 $190.1 19.8% 8.7x 44.2x

John Wiley & Sons, Inc. $42.86 59.7% $2,444.9 $2,943.9 $1,786.1 $305.9 17.1% 1.6x 9.6x

Workday, Inc. $204.11 93.8% $46,208.9 $45,846.1 $3,028.6 NM NA 15.1x NM

Zovio Inc $4.07 29.9% $123.0 $6.1 $436.4 $5.0 1.1% NM 1.2x

EV = enterprise value; LTM = last twelve months; Mean 12.3% 4.5x 23.0x NM = not meaningful $ in millions, except per share data Median 10.5% 2.9x 20.7x

Harmonic Mean 6.0% 0.3x 9.2x

6 Education Technology | Q2 2019

FIRM TRANSACTIONS IN MARKET

CONFIDENTIAL, (LOI) Project Crystal Ball: CONFIDENTIAL, (In Process) Project Cochise: The Company provides legal OPM solutions to colleges The Company provides subscription IT Training. and universities. CONFIDENTIAL, (In Process) Project Giglio: CONFIDENTIAL, (LOI) Project Longhorn: The Company provides behavioral analytics for talent The Company provides skilled worker training in allied development and onboarding. health, technology, business, and trades. CONFIDENTIAL, (In Process) Project Heisman: CONFIDENTIAL, (LOI) Project Sapho: The Company provides adaptive learning math software The Company provides computer science degrees. for high school and college markets.

CONFIDENTIAL, (In Market) Project Diamondback: CONFIDENTIAL, (In Process) Project Hoosier: The Company operates a leading charter school. The Company provides educational strategies and tools to enhance staff and student performance. CONFIDENTIAL, (In Market) Project Foris: The Company provides lead generation and CRM software CONFIDENTIAL, (In Process) Project Imperial: for the Travel/Study Abroad industry. The Company provides beauty education.

CONFIDENTIAL, (In Market) Project Mainsail: CONFIDENTIAL, (In Process) Project JetPack: The Company provides Sales Training on a digital The Company provides online vocational education in subscription platform. Canada.

CONFIDENTIAL, (In Process) Project Belle: CONFIDENTIAL, (In Process) Project Liberty: The Company provides early childhood education services The Company provides online and in-person with 70 locations. apprenticeship training in radio, film, and culinary.

CONFIDENTIAL, (In Process) Project Bulldog: CONFIDENTIAL, (In Process) Project NovaWorks: The Company provides vocational training to military and The Company provides branded tactile toys and military spouses. compounds.

CONFIDENTIAL, (In Process) Project Chief: CONFIDENTIAL, (In Process) Project Panther: The Company provides allied trades skills training with a The Company provides back office administrative software concentration in aviation maintenance. to school districts.

CONFIDENTIAL, (In Process) Project Clever: CONFIDENTIAL, (In Process) Project Resa: The Company provides SaaS literacy solutions for pre-K to The Company provides high school students with the third grade markets. opportunity to study abroad.

To learn more about these opportunities, please contact Jacob Voorhees at: [email protected] or 617-619-3323

7 Education Technology | Q2 2019

FIRM TRACK RECORD

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a portfolio company of

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a portfolio company of THE CARLYLE GROUP

An Company

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has recapitalized with has secured has been acquired by has recapitalized with has recapitalized with financing from

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CMS SMALL-CAP PRIVATE EQUITY FUND

8 Education Technology | Q2 2019

FIRM TRACK RECORD (CONTINUED)

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has been acquired by has been acquired by has been acquired by has been acquired by has obtained a senior credit facility from

has been has been acquired by has been acquired by has been acquired by has acquired recapitalized by

has been acquired by has been acquired by has recapitalized with has recapitalized with strategic venture

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has been acquired by has recapitalized with has been acquired by has been acquired by

a portfolio company of

9 Education Technology | Q2 2019

CITATIONS

1. EdSurge, “US EdTech Investments Peak Again With $1.45 Billion Raised in 2018,” https://www.edsurge.com/news/2019- 01-15-us-edtech-investments-peak-again-with-1-45-billion-raised-in-2018, accessed May 31, 2019. 2. Chegg, “Chegg Investor Relations: 2018 Annual Report,” https://investor.chegg.com/sec-filings/, accessed May 24, 2019. 3. US Securities Exchange and Commission, “Form 10-Q: Instructure, Inc.” https://www.sec.gov/Archives/edgar/ data/1355754/000156459019014809/inst-10q_20190331.htm, accessed May 24, 2019. 4. Tyler Technologies, “Investor Community: 2018 Annual Report,” https://tylertech.irpass.com/Annual_Report_Financials, accessed May 24, 2019. 5. Forbes, “Nearpod Acquires Flocabulary: Acquisition Advice From The EdTech World,” https://www.forbes.com/sites/robynshulman/2019/04/28/nearpod-acquires-flocabulary-acquistion-and-advice-from-the- edtech-world, accessed May 24, 2019. 6. Kahoot, “Kahoot! Company Presentation: March 28, 2019,” https://kahoot.com/files/2019/03/ Kahoot_Company_Presentation28March2019.pdf, accessed May 30, 2019.

Disclosure: This report is a periodic compilation of certain economic and corporate information, as well as completed and announced merger and acquisition activity. Information contained in this report should not be construed as a recommendation to sell or buy any security. Any reference to or omission of any reference to any company in this report should not be construed as a recommendation to buy, sell or take any other action with respect to any securityof any such company. We are not soliciting any action with respect to any security or company based on this report. The report is published solely for the general information of clients and friends of Capstone Headwaters. It does not take into account the particular investment objectives, financial situation or needs of individual recipients. Certain transactions, including those involving early-stage companies, give rise to substantial risk and are not suitable for all investors. This report is based upon information that we consider reliable, but we do not represent that it is accurate or complete, and it should not be relied upon as such. Prediction of future events is inherently subject to both known and unknown risks and other factors that may cause actual results to vary materially. We are under no obligation to update the information contained in this report. Opinions expressed are our present opinions only and are subject to change without notice. Additional information is available upon request. The companies mentioned in this report may be clients of Capstone Headwaters. The decisions to include any company in this report is unrelated in all respects to any service that Capstone Headwaters may provide to such company. This report may not be copied or reproduced in any form, or redistributed without the prior written consent of Capstone Headwaters. The information contained herein should not be construed as legal advice.

10 Education Technology | Q2 2019

EDUCATION TECHNOLOGY REPORT CONTRIBUTORS

Jacob Voorhees Co-Head of Investment Banking & Head of Education Practice [email protected] | 617-619-3323

Jacob brings over 15 years of experience to the Capstone Headwaters investment banking team. As one of the founding members of Capstone Partners, he helped build Capstone’s brand over the past decade until the merger with Headwaters MB in late 2017. Today, Jacob servesastheCo-Headof Investment Banking for Capstone Headwaters and is responsible for spearheading our international capabilities and coverage. Jacob has proved himself to be a talented deal maker with an unyielding commitment to his clients and has established himself and our firm as a leader in various industries including education and training, consumer products and business services sectors. He is a highly accomplished leader and serves as a strong mentor and role model to our developing professionals.

Formerly, Jacob was with Andersen Corporate Finance LLC, where he focused hiseffortsonthe software and direct marketing industries. He started his career in New York City with Rabobank International, a multi-national Dutch investment bank in Utrecht, the Netherlands. While at Rabobank International, Jacob worked in the mergers and acquisitions group focusing on cross-border transactions in South and Latin America in the consumer products, food & beverage industries. Additionally, Jacob founded Sophie’s Fund which provides college scholarships and financial support to homeless youth. Jacob received an MBA from the Sloan School of Management at Massachusetts Institute of Technology (MIT) and a BS from Cornell University. He is a Series 7 and 63 Registered Securities Representative.

David Michaels Managing Director, Head of Technology, Media & Telecom Practice [email protected] | 858-926-5950

David Michaels is a Managing Director of Capstone where he is responsible for managing the firm’s Technology, Media & Telecom (TMT) Group. David founded SagePoint Advisors in 2008, a boutique investment banking firm focused on providing M&A advisory services to technology and telecom companies. Prior to founding SagePoint, David was a Co-Founder, Partner and Managing Director at Montgomery & Co., a leading investment bank focused on serving emerging-growth technology companies. David co-founded Montgomery’s investment banking business in 1996 and played an instrumental role in building the business to over $50 million in revenues and 80 employees. Mr. Michaels also ran the firm’s Communications and Digital Media Technology practice areas prior to his departure. David received an MBA from the Anderson Sloan School at UCLA and aBSattheUniversity of Michigan. He is a Series 79 and 63 Registered Securities Representative.

Shawn Keenan Director [email protected] | 813-467-9947

Shawn is a Director at Capstone Headwaters.HeisactiveinM&A,privateplacements and other financial advisory assignments. Formerly, Shawn was with Raymond James investment banking, where he focused on deal execution and client development for both public and private companies. He has over 11 years of investment banking experience and has led execution efforts on over 40 transactions resulting in over $2 billion of proceeds for clients. Shawn’s previous experience includes serving as an officer in the US Navy where he achieved the rank of Lieutenant (O-3). Shawn holds an MBA from the J.L. Kellogg School of Management at Northwestern University and a BABA in General Studies specializing in Industrial & Systems Engineering from the University of Florida. 11 BUILT FOR THE MIDDLE MARKET

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