AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
AUDIO & ACOUSTICS MERGERS & ACQUISITIONS
UPDATE | JULY 2021
THE SENSE OF SOUND

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
TABLE OF CONTENTS
  Industry Takeaways                      3
  Resilient Earnings                      4
  Divergent COVID Impact                  5
  M&A Rebound                             6
  Acquirer Investment Strategies          8
  Active Private Equity Buyers            9
  Robust Valuations                       10
  Structural Growth Drivers               12
  Protected Market Niches                 13
  Attractive Financial Characteristics    14
  Continued M&A Activity                  15
  Recent Transactions                     16
  Audio & Acoustics Team & Track Record   18

Contact Our Audio & Acoustics
Industry Experts

             Ian Cookson
           Managing Director
            617-470-9338
    icookson@capstonepartners.com

             Hilary Morrison
             Vice President
              917-763-0121
    hmorrison@capstonepartners.com
AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
AUDIO & ACOUSTICS M&A UPDATE
                          The Sense of Sound

INDUSTRY TAKEAWAYS

This past year has seen us plugged-in and communicating digitally more than ever before, with the pandemic
accelerating underlying structural, technological, and behavioral shifts. We return now to public places more
attuned to comfort and sensitive to our surroundings, including a greater appreciation of sound and space.

  •    Home: Electronic communication became a lifeline for work and play, with technologies facilitating the
       lockdown lifestyle.

  •    Away: Awareness of human safety and sensitivity has become more ingrained. People likely return to
       public environments expecting those spaces reflect increased consciousness of noise and proximity.

Through our work with industry players and analysis of trends during COVID-19, we identify the takeaways
below. An in-depth overview of industry dynamics and merger and acquisition (M&A) activities appear on the
pages which follow.

  1.   EBITDA earnings are expected to surge 30% in 2021 – for sector public companies, after a flat 2020.

  2. M&A activity rebounds – with 2021 transaction activity exceeding pre-covid levels, after the Q2 2020
     covid pause.

  3. Serial acquirers continue – as strategic buyers target growth in product adjacencies and private
     equity pursue consolidation plays.

  4. Valuations remain strong – with sector participants having attractive financial characteristics, serving
     protected niches.

  5. Underpinned by structural growth drivers – managing sound is increasingly important in our daily
     lives: both to communicate and entertain us, while also protecting us as the environments we live and
     work in get ever louder and less comfortable.

  6. Transaction attractions for both sellers and buyers – are likely to fuel continued M&A activity.

Capstone Partners has developed a full suite of corporate finance solutions, including M&A advisory, debt
advisory, financial advisory, and equity capital financing to help privately owned businesses and private equity
firms through each stage of the company’s lifecycle, ranging from growth to an ultimate exit transaction.

To learn more about Capstone’s wide range of advisory services and Audio & Acoustics Industry expertise,
please contact Capstone Managing Director Ian Cookson.

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
Audio & Acoustics | July 2021

RESILIENT EARNINGS

While hearing is a sense not associated with being affected by covid, the
                                                                                                 Each subsector is expected
same cannot be said of the Audio & Acoustics industry, with market
                                                                                                 to significantly exceed pre-
segments impacted in very different ways. In retrospect, EBITDA earnings
                                                                                                 covid earnings in 2021, with
for our respective public company subsectors performed through the
                                                                                                    30% growth in EBITDA
pandemic as might be expected, although things were far from clear at
                                                                                                 projected after a flat 2020.
the time.
               •     There were many surprises, with change being one of the few constants, as players sought to find new
                     applications, modify solutions for the reshaped environment, and respond with constricted supply
                     chains to source winning products.

               •     Overall EBITDA of public companies in our Audio & Acoustics index held up, falling only 1% in 2020.
                     The subsegment of Sound Management (including consumer audio) was the biggest winner and
                     Communication Systems (including office equipment) was the hardest hit.

               •     Looking forward, each of the subsectors are expected to collectively exceed pre-covid EBITDA
                     earnings in 2021, with a 30% EBITDA increase in analyst consensus forecasts of the compiled public
                     companies.

               •     Communication Systems are expected to show the biggest rebound as companies look to a ‘work
                     from anywhere’ (or work from more than one place) environment.

               •     It is not lost on participants that sound is more distracting in quieter environments, as students using
                     libraries prior to final exams can attest. As work environments are reshaped, reenvisaged, and
                     remodeled, sound characteristics can be an important part of that redesign.
                                                 Public Company Earnings by Subsector

          EBITDA Percentage Change                                                        2020 Actual              2021 Forecast
          Sound Management (includes Consumer Audio)                                         +5%                      +26%
          Communication Systems (includes Office Communications)                             -10%                     +53%
          Hearing Protection (includes Personal Protection)                                  -4%                       +10%
          Sound Absorption Materials (includes Construction)                                  -1%                      +21%
          Total (Weighted by Market Size)                                                     -1%                     +30%
                                                                                                                          Source: Capital IQ

                                                       Acoustics Earnings by Sector

                                           Sound Management                  Communication Systems
                                           Hearing Protection                Sound Absorption Materials
                    400%
Percentage Change

                    300%

                    200%

                    100%

                      0%

                                                                                         Source: Capital IQ and Analyst Consensus Estimates

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
Audio & Acoustics | July 2021

DIVERGENT COVID IMPACT

•   Sound Management, which includes consumer audio showed a 5%
    increase in public company earnings in 2020 benefiting from elevated               Sound is actually
    consumer spending on products for the home. This disguises many
    winners and losers, even among different product lines within the same
                                                                                       more distracting
    company. In music for example, products used for home production,                  in quieter
    hobbies, and entertainment benefitted greatly, while those used in live            environments.
    venues suffered. Products which enable streaming (such as
    microphones, video, and mixing systems) as well as gaming saw                      As workplaces are
    increases buoyed by both a structural shift toward social media sharing,
    as well as a covid bump. Strong 26% EBITDA growth is expected by
                                                                                       reshaped, sound
    analysts in 2021.                                                                  characteristics
                                                                                       can be an
•   Communication Systems, which includes office communications                        important part of
    showed a 10% EBITDA decline in 2020, with fewer workers in the office              that redesign.
    being partially offset by bright spots such as setting up home office
    communication systems and adding video capabilities. Strong 53%
    uplift is expected in 2021 with adoption of a ‘work from anywhere’ or
    ‘work from multiple places’ environment: as workers return to the office
    at least partially and new offerings are added, fueled by COVID-induced
    product and lifestyle innovations.

•   Hearing Protection, which includes personal protection including for
    work environments showed a 4% EBITDA decline, with a reduction/
    slowdown or temporary closure of many loud workplaces during the
    pandemic. Albeit, many were deemed essential, particularly in defense-
    related areas and players also benefitted by satisfying other PPE
    (personal protective equipment) needs. A 10% EBITDA increase is
    projected in 2021 as more normal production environments return.

•   Sound Absorption Materials, are related most heavily to commercial
    construction and showed a 1% decline in EBITDA earnings. Commercial
    construction suffered from work stoppages but resumed quickly and
    residential markets showed strong growth. Analysts expect a 21%
    increase in earnings this year.

•   Hearing Healthcare, was also adversely affected by the Pandemic, with
    many audiologist offices closed and hearing aid sales down as potential
    customers stayed home. Fewer in-person interactions also meant
    reduced need, and fewer demands for hearing solutions by frustrated
    family and friends.

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
Audio & Acoustics | July 2021

     M&A REBOUND

    Audio & Acoustics M&A activity declined 10% in 2020, broadly in
    line with a 13% decline across North America for all industries.                                               M&A activity has rebounded
    Looking at the number of transactions by quarter provides a                                                     with 2021 exceeding pre-
    clearer picture with most of the shortfall resulting from M&A                                                  COVID levels, after a pause
    activity almost ceasing during initial lockdown in Q2. By Q4 2020
    and Q1 2021, M&A surpassed prior year levels.
                                                                                                                           in Q2 2020.

                                                                      Sector Transactions by Subsegment
                                                                             Mitigation          Communication
                              70
 Number of Transactions

                              60
                              50
                              40                                              35                      43                                     33
                                                                                                                36                     47
                              30                                                           31
                                                    20                                                                   31
                              20                                      15                                                                                 28
                                         19                 16
                              10                                              21                      18         19                          22
                                                     14               13                   15                            11            14
                                         7                  7                                                                                            8
                              0
                                        2010        2011   2012      2013    2014         2015       2016       2017   2018        2019     2020      1H21

                                                                             Transactions by Quarter
                                                           Acoustic M&A Transactions            North American M&A Transactions
                               150%                                                                                                           125%

                              100%
Percentage Change

                                                                                                                                                     60%
 Year-Over-Year

                               50%                                                                                            20% 14%
                                               7%                                                          6%   7%
                                   0%
                                                     -3%                            -7%
                              -50%                                                         -16%
                                                                  -47%-40%
                              -100%
                                                1Q20               2Q20              3Q20                   4Q20                1Q21              2Q21

                                                                                                                                             Source: Capital IQ

     Audio & Acoustics has seen a significant increase in the number of transactions since 2013 with:
                          •    Strategic players pursuing both technology and product acquisitions to round out systems and
                               expand offerings.
                          •    Private equity attracted to the sector by growth, favorable financial characteristics, and the potential to
                               pursue their favored consolidation strategies.
     For transactions since the start of 2020 broadly:
                          •    Two thirds of transactions have been communication and one third sound mitigation.
                          •    Two thirds of sellers have been business founders, with corporations, public company and private
                               equity making up the balance.

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
Audio & Acoustics | July 2021

    M&A REBOUND (CONTINUED)

     Acquisitions by private equity were somewhat fewer since the start of 2020, accounting for around a third of
     transactions (34%). Of those over two thirds (72%) were add-on acquisitions to existing platform companies
     as they pursue buy-and-build sector consolidation strategies, also benefiting from multiple arbitrage of
     buying smaller companies at lower valuations and combining them to sell at a higher multiple awarded to
     larger businesses.

                                                   Audio & Acoustics Transactions by Buyer Type
                                                      Public Company          Private Company     Financial
                         70

                         60
Number of Transactions

                         50                                                           18
                                                                  14                                            26      14
                                                                                                 18
                         40                                                   14
                                                                  16                                     14
                         30                                                           23                                           10
                                       11                                                        19                     24
                                6                       6                     18                         13     25
                         20            8      6                                                                                    15
                                9                       16
                                              11                  26
                         10                                                           20         18                     17
                                11     15                                     14                         15                         11
                                              6         6                                                       10
                         0
                               2010   2011   2012      2013      2014        2015    2016       2017    2018   2019    2020       1H21

                                                                                                                         Source: Capital IQ

   Audio & Acoustics Sellers by Ownership Type

                                      11%

                                             15%
                                                              Public Company
                                                              Corporations
                                                              Founders
                         58%                  15%
                                                              Financial

                                                               Source: Capital IQ

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
Audio & Acoustics | July 2021

ACQUIRER INVESTMENT STRATEGIES

Sector Serial Acquirers have Continued their Acquisition Strategies:
       •   Strategic players have been seeking growth, targeting product               Serial sector
           adjacencies and expanding technologies – including in
                                                                                     acquirers have
           automotive, interactive wearable technology, and greater
           design offerings.                                                        continued their
       •   Private equity-backed company efforts have typically                   ongoing acquisition
           continued consolidation - building scale by adding similar               strategies, with
           products and services to existing platform investments.                 strategic players
                                                                                   targeting product
Strategic Players:                                                                  adjacencies and
       •   Communication (automotive): Harman International Industries                private equity
           (owned by Samsung Electronics) demonstrated speaker                       firms pursuing
           businesses’ continued expansion in to automotive, acquiring in
           Automotive Technologies.                                               consolidation plays.
       •   Communication (consumer health): Bose Corporation
           demonstrated ongoing interest in interactive wearables growth,
           with venture investment funding in Wearables Health & Hearing
           Technology businesses.
       •   Mitigation (building products): Armstrong World Industries
           (NYSE:AI) expanded its design and aesthetics capabilities with
           acquisitions in Acoustic Design & Ceiling Products.

Private Equity-Backed Participants:
       •   Communication (production): Live production and technology
           integration business Solotech, backed by Claridge, Desjardin
           and Investissement Québec, made five acquisitions since the
           start of 2020 consolidating its venue installation and
           technology businesses both on-line and positioning for a
           return to live shows.
       •   Communication (automotive): Charlesbank Capital-owned
           speaker business DEI/Sound United which now comprises eight
           brands including Polk Audio, acquired Bowers & Wilkins to
           expand their position in the Automotive market.
       •   Communication (office): Highlander Partners-owned
           professional AV equipment business Biamp Systems,
           continued broadening its product offerings and geographic
           footprint, adding two European Meeting Controls and Wireless
           Technology business.
       •   Communication & Mitigation: Ardian made an add-on
           acquisition for sound reproduction business d&b audiotechnik.
           It also entered the sound mitigation market through the
           acquisition of Construction Services & Acoustical Ceilings
           platform business Acousti Engineering Company of Florida.
       •   Mitigation (materials): The Stephens Group continued its
           expansion adding two more Acoustics Materials businesses to
           its platform now comprising seven operations which has been
           renamed as Catalyst Acoustics Group.

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
Audio & Acoustics | July 2021

  ACTIVE PRIVATE EQUITY BUYERS

 Private equity players continue to be active acquirers with capital
 seeking investment at a record high of ~$1,300 billion which more                                               Private equity capital
 than doubles to over $3,000 billion of purchasing power when                                                 seeking investment reaches
 combined with typical acquisition debt. Private equity fund raising                                            record highs yet again,
 in Q1 2021 again reached new peaks on top of an additional $370                                                although the impact is
 billion in capital raised in 2020 which broke records for uninvested
                                                                                                                     more nuanced.
 capital despite being down 30%.

This picture, however, disguises that much of the capital has been attracted by mega sized funds, who are
chasing and pushing up valuation multiples on the largest transactions. Fund raising by smaller funds has not
grown at anything like the same rate, and successful smaller players have been moving upmarket. For sellers
on smaller transactions, this means less well-known buyer names and family offices are often filling the void.

                               $3,000                                  Private Capital Overhang

                                                                                                                                                      2020
                                    $2,500

                                                                                                                                                               Overhang by Vintage
                                                                                                                                                      2019
U.S. Dollars in Billions

                               $2,000
                                                                                                                                                      2018

                                    $1,500                                                                                                            2017

                                                                                                                                                      2016
                                    $1,000
                                                                                                                                                      2015

                                     $500                                                                                                             2014

                                                                                                                                                      2013
                                       $0
                                         2006 2007 2008 2009 2010       2011   2012     2013   2014   2015    2016    2017     2018    2019 2020*

                                                                                                                      Source: Pitchbook as of September 2020

                                                                        Private Equity Fund Sizes
                                                        Top quartile           Median          Bottom quartile           Average
                                    $1,000
                                     $900
                                     $800
         U.S. Dollars in Millions

                                     $700
                                     $600
                                     $500
                                     $400
                                     $300
                                     $200
                                     $100
                                       $0
                                         2006 2007 2008 2009 2010       2011    2012    2013   2014    2015    2016     2017    2018     2019 2020 2021*

                                                                                                                               Source: Pitchbook as of March 2021

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AUDIO & ACOUSTICS MERGERS & ACQUISITIONS UPDATE | JULY 2021 - THE SENSE OF SOUND
Audio & Acoustics | July 2021

     ROBUST VALUATIONS

     In sector M&A transactions with disclosed multiples, which typically
     tend to be acquisitions by public companies stated on an                                           Valuations remain strong
     unadjusted basis, valuations can be broadly summarized as taking
     place with enterprise values around:
                                                                                                          with M&A outcomes
                                                                                                         affected by company
                      •      8.6x EBITDA on transactions under $50 million.                                 specific factors.
                      •      9.8x EBITDA on transactions valued between $50-100 million.
                      •      10.1x/10.2x EBITDA on transactions between $100-$500 million.
                      •      11.2x EBITDA on transactions over $500 million.

                                                      Average Audio & Acoustics Multiple by Transaction Size
                          14.0x
                          12.0x                                                                                                        11.2x
  Average EV?EBITDA

                                                             9.8x                 10.1x                    10.2x
                          10.0x          8.6x
                          8.0x
                          6.0x
                          4.0x
                           2.0x
                          0.0x
                                       $500m
                                                                                                      Source: Capital IQ and Capstone Partners research

     This compares with a larger sample of acquisitions by private equity buyers across multiple industries, where
     valuations can be summarized on an adjusted basis, with enterprise values around:

                      •      6.0x EBITDA for transactions $10-25 million in size (compared to 5.4x 10 years ago).
                      •      6.8x EBITDA for transactions in $25-50 million (6.1x 10 years ago).
                      •      8.1x EBITDA for transactions between $50-100 million (7.0x 10 years ago).
                      •      8.9x EBITDA for transactions between $100-250m (7.4x 10 years ago).
     Transaction multiples paid by private equity, as recorded by GF Data, have increased by around 1x turn of
     EBITDA over the past decade (average three years to 2020 vs. 2010), with larger transactions showing the
     greatest increase.

                                                   Average Private Equity Multiple by Transaction Size, 2018-2020
                      12.0x

                      10.0x                                                                                                        8.9x
Average EV/EBITDA

                                                                                               8.1x
                          8.0x                                        6.8x
                                          6.0x
                          6.0x

                          4.0x

                          2.0x

                          0.0x
                                        $10-$25m                    $25-$50m               $50-$100m                         $100-$250m

                                                                                                                                      Source: GF Data

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Audio & Acoustics | July 2021

 ROBUST VALUATIONS (CONTINUED)

 Like other private company transactions, factors impacting valuation include:

         •      Market: size, growth, consolidation potential, drivers/underpinning (cyclicality or fad vs.
                structural change).
         •      Products: proprietary abilities and IP (intellectual property) protections vs. commodities (i.e. active
                electronic vs passive materials).
         •      Company: scalability, management ability and depth.
         •      Financial characteristics: growth rate, profitability, company size.
 Valuations in public markets have increased with the sector trading at median enterprise values around 12.5x
 EBITDA. By subsector, companies are trading in public equity markets at the following median enterprise value
 multiples:

         •      Sound Management (includes Consumer Audio) – 12.8x EBITDA.
         •      Communication Systems (includes Office Communications) – 12.8x EBITDA.
         •      Hearing Protection (includes Personal Protection) – 15.5x EBITDA.
         •      Sound Absorption Materials (includes Construction) – 10.5x EBITDA reflecting lower multiples attributed
                to perceived increases in cyclical construction project related businesses.

                                 Median Public Company Valuations by Subsector as of June 2021

         20.0x

                                                                                   15.5x
             15.0x            12.8x                      12.8x
                                                                                                                   10.5x
EBITDA

             10.0x

             5.0x

             0.0x
                       Sound Management        Communication Systems        Hearing Protection       Sound Absorption Materials

                                                                                       Source: Capital IQ and Capstone Partners research

                                                                                                                                           11
Audio & Acoustics | July 2021

STRUCTURAL GROWTH DRIVERS

Sound & Communication Systems                       Sound Mitigation & Protection

Growth drivers:                                     Growth drivers:
  •   Lifestyle                                       •   Comfort of environment
  •   Technological advances                          •   Regulatory requirements (health,
Includes sound:                                           privacy)
                                                    Includes sound:
  •   Communication: hardware, software
  •   Delivery: headsets, speakers,                   •   Absorption materials
      controllers                                     •   Hearing protection
  •   Installation: equipment, integration,           •   Interference reduction and
      service                                             management
Trends of:                                          Trends of return to:
  •   Work from anywhere                              •   Shared flexible workplaces
  •   Wireless, streaming, cloud connected            •   Louder environments
  •   Audiovisual, self-production                    •   Increased noise pollution
  •   Smart: speech interactive, hearables &          •   Greater human density
      wearables                                       •   Use of sound reverberating materials
  •   Personal and shared                                 (hard surfaces - wood, glass, etc.)
  •   Hearing challenges                              •   Increased power

Long-Term Context

The Management of Sound is becoming increasingly important in our daily lives, both to
communicate and entertain us, while also protecting us as the environments we live and work in
get ever louder and less comfortable over the long term.
  •   Everywhere: Electronic communication has become ubiquitous, while noise overload
      makes our spaces less comfortable, more distracting and sometimes harmful.
  •   Every purpose: Sound management for personal and mass communication are used for
      work and play, from in our ears to transportation vehicles and our workplaces to war zones.
  •   Ever-increasing: Growth is a function of technological developments; lifestyle changes;
      louder environments with increased noise pollution; and regulatory requirements.

                                                                                                      12
Audio & Acoustics | July 2021

PROTECTED MARKET NICHES

The sound management market has shown strong long-term
growth: expectations are for that to continue with an underlying
growth rate around 5% per year and a market size estimated at                                        The Sound Management
around $50 billion globally.                                                                         market has shown strong
                                                                                                        long-term growth,
The market can be viewed indicatively as:
                                                                                                     supported by underlying
  •   Across a breadth of locations including: Buildings & Office;                                      structural drivers.
      Transportation & Vehicles, Individual & Home Audio.
  •   Commercial and Consumer markets being fairly
      evenly split.
  •   Commercial market being equally balanced between
      Communication Systems and Sound Mitigation.

              Market Breakdown by Segment

                                           Consumer
      27%
                                           Commercial
                        43%
                                           Mitigation
                                           Commercial
                                           Communication
        30%

                       Source: Capital IQ and Capstone Partners research

                                        Total Indicative Size by Market

                                   Communication                                Mitigation                                  Total
 Commercial                           $12bn @ 6%                              $14bn @ 5%                              $26bn @ 5%
 Consumer                             $20bn @ 5%                                       -                              $20bn @ 5%
                      Total           $32bn @ 6%                              $14bn @ 5%                            $46bn @ 5-6%

 Building & Office                    $7bn @ 7%¹                              $9bn @ 5%²                              $16bn @ 6%
 Transport                            $5bn @ 4%⁴                              $3bn @ 4%²                               $8bn @ 4%
 Individual                          $10bn @ 6%⁵                              $2bn @ 8%³                              $12bn @ 6%
 Home Audio                          $10bn @ 5%⁶                                       -                              $10bn @ 5%
                      Total           $32bn @ 6%                              $14bn @ 5%                            $46bn @ 5-6%

                                      Source: ¹ Poly, Arizrton Advisory & Intelligence; ² Global Market Insights, Grand View Research; ³ Persistence
                                      Market Research, Transparency Market Research; ⁴ The Insight Partners; ⁵ Grand View Research; ⁶ Statistica

                                                                                                                                                       13
Audio & Acoustics | July 2021

 ATTRACTIVE FINANCIAL CHARACTERISTICS

Growth & increasing profitability: Audio & Acoustics public
sector companies have shown 7% EBITDA CAGR for the ten                                           7% annual EBITDA earnings
years ending 2021, on the back of increased profitability as                                      growth by sector public
EBITDA margins have almost doubled over the period.                                              companies for the last ten
Strong cash generation: With minimal capital requirements,
                                                                                                   years, on the back of
sector companies are able to finance rapid growth from                                            increasing profitability.
internally generated funds, since net working capital and capex
needs combined as a % of sales, are broadly equal to EBITDA
margin %.

                                                 Audio & Acoustics Public Company EBITDA and EBITDA Margin

                                                            Acoustics EBITDA      Acoustics EBITDA Margin
                                    $16,000                                                                                               19%

                                    $14,000                                                                                               17%
EBITDA (U.S. Dollars in Millions)

                                    $12,000
                                                                                                                                          15%

                                                                                                                                                EBITDA Margin
                                    $10,000
                                                                                                                                          13%
                                    $8,000
                                                                                                                                          11%
                                    $6,000
                                                                                                                                          9%
                                    $4,000

                                     $2,000                                                                                               7%

                                        $0                                                                                                5%

                                                                                                  Source: Capital IQ and Capstone Partners research

                                                    EBITDA Compound Annual Growth Rate: 10 Year to 2021

                                    9.6%           4.2%                 5.3%                  6.7%                            7.2%
                                      Sound      Communication            Hearing          Sound Absorption                      Total
                                    Management     Systems               Protection            Materials                         CAGR

                                                                                                  Source: Capital IQ and Capstone Partners research

                                                                                                                                                                14
Audio & Acoustics | July 2021

CONTINUED M&A ACTIVITY

We expected Audio & Acoustic sector M&A activity to
continue as:                                                          Transaction attractions for
                                                                      both sellers and buyers are
 Business founders become more attuned to the idea of
 selling:                                                            likely to fuel continued M&A
 •   Their attention being attracted by improved earnings,                       activity.
     strong valuations, and buyer activity.
 •   Following a year of likely personal challenge and reflection.

 Buyer confidence is supported by robust acquisition
 strategies and improving earning as:
 •   Strategic buyers continue seeking opportunities to fill
     product gaps and add new technologies to their offerings.
 •   Private equity becomes more aware of growth and
     consolidation opportunities in the sector.

                                                                                                         15
Audio & Acoustics | July 2021

RECENT TRANSACTIONS

                                             Communications Systems

Date       Target/Issuer                    Business Description (Target/Issuer)                          Acquirer (Ultimate Parent)
01/28/20   Tukans Limited                   Distributes audio visual products.                            CUK Audio
02/3/20    Audio Visual Material Ltd        Distributes audio visual products.                            Northamber
02/3/20    Video Corporation of America     Comprises audio video and collaboration services business.    York-VCA, LLC
02/5/20    AVI-SPL, Inc.                    Integrator of audio-visual and collaboration solutions.       Audio Fidelity (Marlin)
02/10/20   Herman ProAV, Inc.               Distribution of audio-visual products.                        Ademco Distribution, Inc.
02/11/20   Huddle Room Technology           Develops solutions for wireless meetings.                     Biamp (Highlander)
02/20/20   Artistic Video and Sound, Inc.   Installation of home automation, audio & video equipment.     Private Investor
03/4/20    Pro Sound                         Installs audio/video systems.                                Solotech (Desjardin)
06/18/20   Nevicom SA                       Operates as a audio-visual integrator.                        Videlio SA (ENXTPA:VDLO)
06/29/20   Televic N.V.                     Installs communication products and solutions.                GIMV NV (ENXTBR:GIMB)
07/17/20   Comtec Telecom and Data          Provides telecommunication, data, and network services.       ETC Group (Carlyle)
08/20/20   Eighth Day Sound Systems         Offers audio equipment and live sound coverage services.      Clair Global Corporation
10/1/20    Miami Stagecraft                 Performance, lighting sales and integration company.          Solotech (Desjardin)
10/21/20   Thomas Audio Video, Inc.         Offers audio and video systems installation services.         Connect
11/3/20    Lexter Ljuddesign AB             Operates as a sound design company.                           Effekt I Varberg Ab
11/16/20   Zenitel NV (ENXTBR:ZENT)         Provides communication solutions.                             House of Thor BV
12/1/20    Mood Media Corporation           Provides in-store media solutions.                            Vector Capital
12/3/20    CLS Technology, Inc.             Provides sound reinforcement systems.                         ADT Inc. (NYSE:ADT)
12/11/20   Audio Video Warehouse            Comprises audio, video products distribution.                 DEDC, Inc.
01/13/21   L.P. Hench Company, Inc.         Distributes audio-video products.                             LK & Associates, Inc.
01/22/21   VIDELIO - Funa GmbH              Audio-visual systems integrator.                              Videlio SA (ENXTPA:VDLO)
01/25/21   Sound & Signal Systems           Operates high-end sound systems.                              Summit Fire (CI Capital)
02/1/21    Total Video Products Inc.        Distributes and integrates audio-visual equipment.            Solutionz (Fernandez)
02/18/21   Integrated Audio Systems, Inc.   Provides audio-visual consultancy services.                   Pearl Technology (AEA)
02/24/21   Audio Video Excellence, Inc.     Comprises installation of entertainment products for homes.   GHT Group
03/23/21   Sahara Presentation Systems      Distributes audio-visual and IT products.                     BOXLIGHT, Inc.
05/4/21    Sound Foundation Limited         Audio-visual production supplier.                             d&b audiotechnik (Ardian)
05/12/21   Hennessey Sound Design           Integrator of professional audio systems.                     Golden Triangle Ventures
05/17/21   CBCI Telecom                     Provider of audio-visual and conferencing solutions.          Solotech (Desjardins)
05/25/21   Nor-Com Inc.                     Focuses on audio-visual and sound systems installations.      Encore Technologies
05/25/21   Vanguardia Limited               Offers acoustics and audio-visual consultancy services.       Buro Happold Limited
05/26/21   Dubbing Brothers S.A.S.          Provides audio, video, technical, and creative services.      Atalante (Capza)
06/1/21    Wavefrom Entertainment           Full service entertainment company.                           Solotech (Desjardin)
06/21/21   Neets A/S                        Sells audio-visual (AV) equipment.                            Biamp (Highlander)
06/30/21   Cinemassive Displays             Manufactures collaborative visualization systems.             Haivision Systems Inc.
06/30/21   Videlio SA (ENXTPA:VDLO)         Provides audio-visual services.                               Crozaloc SA

                                                    Hearing Protection
Date       Target/Issuer                    Business Description [Target/Issuer]                          Acquirer (Ultimate Parent)
06/22/20   Jordan TE.CH. SAT                Distributes acoustic amplifiers for hearing loss.             Montefarmaco OTC S.p.A.
06/22/20   Westone Audio                    Comprises in-ear and custom earphone solutions.               Lucid Audio, LLC
08/06/20   Wise El Santo Co., Inc.          Distributes hearing protection.                               Mallory Safety and Supply
12/22/20   Racal Acoustics Ltd              Manufactures in-the-ear headsets.                             Invisio AB (publ) (OM:IVSO)

                                                                                           Source: Capital IQ and Capstone Partners Research

                                                                                                                                               16
Audio & Acoustics | July 2021

RECENT TRANSACTIONS (CONTINUED)

                                                     Sound Absorption

Date       Target/Issuer                   Business Description [Target/Issuer]                        Acquirer (Ultimate Parent)
01/21/20   Kinetics Noise Control, Inc.    Manufacturers products for sound and vibration.             Catalyst Acoustics (Stephens)
01/31/20   AVA Monitoring AB               Develops ground vibration and noise measurements.           Indutrade AB
03/11/20   Lencore                         Manufactures sound masking solutions.                       Emmis Communications
06/09/20   SoundChip SA                    Develops active noise cancellation technology.              DSP Group Ltd.
07/03/20   ECO CONTRACT Srl                Supplies acoustic panels.                                   Sciuker Frames S.p.A. (BIT:SCK)
07/14/20   Fräsch                          Manufactures PET acoustical felt products.                  Catalyst Acoustics (Stephens)
07/23/20   Akustikmodular AG               Offers room acoustics.                                      Rigips Ag
08/03/20   Ocean Acoustical Services       Offers consulting services for acoustics.                   ThayerMahan, Inc.
08/07/20   Acoustics STS Group             Comprises automobile acoustics manufacturing.               Adler Pelzer Holding GmbH
08/20/20   Trimo d.o.o.                    Constructs sound-proof and insulation systems.              Kingspan Group plc
08/25/20   BabbleLabs, Inc.                Develops noise removal software.                            Cisco Systems, Inc
09/30/20   Acousti Engineering Co.         Provides acoustical ceilings.                               Ardian
10/05/20   MegaMet Industries, Inc.        Manufactures customized acoustic metal doors.               Premier Products, Inc.
10/06/20   The Kaschwig Group              Manufactures soundproofing.                                 MIB Industriebeteiligungen
10/21/20   Farrat Isolevel Ltd.            Manufactures vibration isolation products.                  Oliver Farrell
11/02/20   Dynamat Inc.                    Sells acoustic environmental solutions.                     Gladstone Investment
11/05/20   Petit Chateau S.R.L.            Develops high thermal and sound insulation.                 Gaensel Energy Group
11/20/20   Arktura, LLC                    Manufactures acoustic design solutions.                     Armstrong World Industries
12/02/20   Card Geotechnics Limited        Offers sound engineering-based advice.                      CET Structures (Palatine)
12/18/20   FAIST Anlagenbau GmbH           Installs noise control systems.                             Paguasca Holding AG
01/14/21   Mt. Lebanon Office Interiors    Distributes sound masking products.                         Bulldog Office Products, Inc.
01/14/21   CeraCon Ltd                     Manufactures noise and vibration reducing materials.        Robert Jones
02/04/21   CTA Acoustics, Inc.             Manufactures acoustical and thermal insulation materials.   Trèves (Fonds de Modernisation)
02/05/21   Christian Berner Tech           Provides noise-reduction solutions.                         Concejo AB
02/18/21   Acoustics and Soft Trim         Manufactures acoustics for automotive industry.             Adler Pelzer Holding GmbH
03/11/21   STS Group AG (XTRA:SF3)         Manufactures acoustic and thermal insulation solutions.     Adler Pelzer Holding GmbH
06/07/21   General Ceiling                 Offers sound/thermal insulation services.                   Installed Building Products
06/21/21   Lydall                          Manufactures acoustical barriers.                           Unifrax (Clearlake)
06/15/21   Collaborative Technology        Designs audio-visual and sound masking systems.             Corbett Technology (Wind Point)

                                                   Sound Management
Date        Target/Issuer                  Business Description [Target/Issuer]                        Acquirer (Ultimate Parent)
01/02/20    Home Division Of Sound FX      Installs consumer electronics systems.                      Electronic Interiors
01/02/20    GoldenEar Technology LLP       Manufactures loudspeakers and speaker systems.              AudioQuest, Inc.
02/05/20    Gaming Headsets                Manufactures gaming headsets.                               Nacon SA
02/20/20    GRAS Sound & Vibration         Manufactures measurement microphones.                       Audio Precision (Battery Ventures)
04/21/20    Outdoor Technology             Manufactures rugged audio and power products.               Protempo US Limited
06/12/20    Bowers & Wilkins Group         Develops home entertainment equipment.                      Sound United (Charlesbank)
06/23/20    Lucid Sound, Inc.              Manufactures audio products.                                PowerA
09/21/20    Dobson Sound Productions       Offers sound production equipment.                          Creative Production Group
10/23/20    Dynaudio A/S                   Manufactures class loudspeakers.                            Goertek Group Company Limited
12/01/20    LivingSound, LLC               Retails audio, video, and home automation products.         McClelland Inc.
01/13/21    Assets of Harman               Comprises audio products manufacturing business.            Evertz Technologies Limited
01/15/21    Autonomy Engine, LLC           Develops VoiceVibes to sound natural.                       Btc Mobility, LLC
02/23/21    Morris Light and Sound, Inc.   Operates as an audio provider.                              Solotech (Desjardins)
02/26/21    Assets of Savari               Technologies for automotive telematics.                     Harman International (Samsung)
03/29/21    B&C Speakers S.p.A.            Production of professional loudspeakers.                    First Capital S.p.A. (BIT:FIC)
04/14/21    PEAG, LLC                      Manufactures consumer audio products.                       Noritsu Koki Co.
04/19/21    Wrightson, Johnson             Designs acoustics and noise control solutions.              PMY Group Pty Ltd
05/26/21    S&O Electronics                Manufactures audio-visual products.                         Sharp Corporation
06/11/21    Sphere L22 Microphone          Offers audio recording products.                            Universal Audio, Inc
                                                                                            Source: Capital IQ and Capstone Partners Research

                                                                                                                                                17
Audio & Acoustics | July 2021

AUDIO & ACOUSTICS TEAM & TRACK RECORD

Capstone Partners is one of the most active investment banking firms in the Audio & Acoustics Sector
and one of the few M&A advisors specifically focused on the industry.

Our team of award-winning M&A professionals are highly experienced in both sound & communication
systems as well as sound protection and mitigation, completing transactions:

  •    From: Sound masking to hearing protection and from headsets to anechoic chambers.

  •    Used by: Popstars and fighter pilots as well as office workers and acoustical engineers.

                 Ian Cookson                                              Darin Good
                 Managing Director                                        Managing Director
                 617-470-9338                                             303-549-5674
                 icookson@capstonepartners.com                            dgood@capstonepartners.com

                 Roger Kahn                                               Hilary Morrison
                 Managing Director                                        Vice President
                 917-597-2245                                             917-763-0121
                 rkahn@capstonepartners.com                               hmorrison@capstonepartners.com

TRACK RECORD
      Sound         In-Ear           Sound           Hearing         Absorbent       Communications       In-Car
      Masking    Communications     Mitigation      Protection   Materials; Anechoic   Headsets       Entertainment
                                                                     Chambers

INDUSTRY AWARDS

                                                                                                                      18
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          218                      $12.5B                                           30%                                  6th
   M&A transactions                   aggregate                                     of our deals                   globally ranked for
  completed in 2020               transaction value                                  are cross-                    deals under $500m
                                                                                       border

               $65.1M                                           51                                       65%
                     average                       deals involving foreign                          completed with a
                   transaction                      private equity firms                            European partner
                      value

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