EFTA01369719

CAPITn" ACQUISI1 III Capitol Acquisition Corp. III (NASDAQ: "CLACU") DB acted as joint bookrunner on the IPO of Capitol Acquisition Corp. III, the third and largest SPAC for Mark Ein who previously successfully created two public companies (Lindblad Expeditions and Two Harbors) using the SPAC structure in a variety of market environments Key management Name Position Mark D. Em Chairmen & CEO L. Dyson Dryden President& CFO Allhoidur H. Saomundason Vice President Deutsche Bank Corporate Banking & Securities $325 million IPO Summary IPO terms Pricing date: Transaction size: Securities offered: Amount held in trust: Sponsor "at risk" investment: Sponsor promote: Offering fees: DB Role: CAPITOL ACOUISITIONIII October 13. 2015 $325 million (includes $25mm greenshoe) 32.5 million units - each consisling of 1 share of common stock and 1 warrant (exercisable for 1 shared common stock) Equal to 100% of offering proceeds $S 3 million investment in warrants at $1.00 per worrant (direct purchase of 8.3 millionwariants) Shams issued to sponsor at formation equivalent to 20 0% of common equity ownership post - public raise 5.5% including 3.5% deferred fees Joint bookrunner Investment highlights 0 0 0 O Successful experience in gelling fundamental investor participation and closing bock-end businesscombination • Increased size improves trading dynamics for post-deal public company (e.g. increased float. liquidity etc.) • Increases likelihood of index inclusion and research coverage median market cap of a Russell 2000 company is ^5700mm Cohesive learn with long working relationships. complementary skill sets and diverse not/rods Socotra team has strong track record in ermine public acquisition company businesscombinations Proactive deal sourcerg and create° thinking to generate proprietary. off- market imesimerils Capitol Acquisition Corp. overview Capitol Acquisition Corp. III (Capitol') is a blank check company formed for the purpose of entering into a business combination with an enduring business with compelling public market Sponsor team has long history of building outstanding companies. closing complicated transactions and acting as a trusted partner to management teams and other stakeholders Management team is led by Mark Ein, the Founder of Venturehouse Group. LLC. an former Partner at the Carlyle Group and the Founder of Capitol Acquisition Corp I and II - Em has over 20 years of experience in company building. venture capital & prwate equity investing - precedent transactions demonstrate that a public acquisition company led by Mark Er, and his sponsor team can lead to a highly successful long- term outcome for companies and management teams - significant experience structuring complex transactions. best noted by the novel structure used for the Capitol I Two Harbors merger Increased offering size will benefit Capitol III Capitol II Pipeline suggests Liege( Sue AtbaCtree Deal Sourcing Positioning 0 Post-rnargar, build loll(-term value through Intensive engagement and active oversight Source: Company date Btht'er Tracery," 0)713MICS • A number of Capitol most compelling targets either desred, or required, over $325 million of cash equity increased size of Capitol III makes the company a more attractive acquirer of these tweets • Transaction size hits acquisition company 'sweet spot* attractive size to target universe (o g proprietary. non-auction process companies) increased size enables acquisition company to drive increased benefit from capital market access 34 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062154 CONFIDENTIAL SDNY_GM_00208338 EFTA01369719