GOVERNMENT CONTRACTING REVIEW

4th Quarter 2019Bill GrafDirector(410) 244-4903wjgraf@mtb.com

This material is for your private information, and it does not constitute a solicitation on the part of M&T Bank. The material provided is based on information M&T Bank considersreliable, but neither represents that it is accurate or complete, and should not be relied upon as such. Contact your M&T relationship professional for further information on theservices mentioned in this material. This report is intended for the recipient only and not to be distributed. If you wish to share the content of this report, please contact M&T to haveadditional recipients added. Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Overview

SUMMARY

[2]

MENTIONED:

E3/Sentinel (NewSpring) acquires Operational Intelligence (Herndon, VA), a provider

analytical, training, operational and technical services to the IC. Leidos announces

acquisition of Dynetics (Huntsville, AL), a provider of rapid prototyping, agile system

integration/production, threat system analysis/emulation, and contract R&D services to

the US government, for $1.65 billion. Deal represents forward EBITDA multiple of

12.6x. Deal expands presence in Army, DARPA, Defense Intelligence Agency (DIA),

FBI, NASA, and SOCOM. NTT Data acquires Net eSolutions Corporation (NETE)

(McLean, VA), a provider of cloud, cybersecurity, agile application development,

advanced data analytics, clinical/bioinformatics and other digital services to the NIH

and other agencies within DHHS. Deal adds 300 employees and enhances NTT’s

capabilities in the federal healthcare market.

MENTIONED:

Centauri (Arlington Capital Partners) acquires The Design Knowledge Co. (TDKC)

(Fairborn, OH), a provider of microelectronics trust and assurance, space domain

awareness, and advanced visualization for enhanced situational awareness. Centauri

also acquires PreTalen Ltd (Beavercreek, OH), a provider of cyber warfare, navigational

warfare, and Positioning, Navigation and Timing (PNT) to counter adversaries. Centauri

will now have more than $475 million in revenue and 1,650 employees. Gryphon

Technologies (AE Industrial Partners) acquires OMNITEC Solutions (Bethesda, MD),

a provider of enterprise technology, cloud, analytical, strategic advisory and advanced

engineering solutions to the defense and federal communities.

MENTIONED:

Vista Equity acquires majority stake in Sonatype (Fulton, MD), a developer of software

supply chain automation tools, from Blue Delta Capital Partners. Sonatype's Nexus

platform is used by more than 10 million software developers. The company had raised

$80 million in August 2018. Quotient acquires Eden Consulting Group (Crofton, MD),

a provider of project and program management, earned value management, and risk

management services to multiple federal agencies and private enterprises. NV5 acquires

Quantum Spatial, a provider of geospatial intelligence to government and commercial

clients, from Arlington Capital. Apollo Global Management acquires Tech Data

(NASDAQ: TECD) in $5.9 billion deal.

MENTIONED:

Apax Partners acquires Coalfire Systems, a cybersecurity assessment and consulting

services provider, from The Carlyle Group and The Chertoff Group. AE Industrial

Partners acquires Base2 Solutions (Bellevue, WA), a provider of consulting services in

the software development, security, systems engineering and DevOps areas. Patriot

Technologies acquires Communication Technologies & Consulting (CTC)

(Germantown, MD), a provider of communications infrastructure, design and consulting

solutions to the Federal, commercial, military, health care, hospitality, and educational

institution markets.

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Overview

MENTIONED:

Curtiss-Wright acquires 901D Holdings (Tallman, NY), a provider of service

engineering and manufacturing solutions for the protection of COTS electronics

equipment in the military, navy, army, marine, air force, and industrial markets, for $130

million. The company indicate the move expands its work for the Navy on shipbuilding

programs. American Aerospace Technologies (AATI) acquires assets of PAE ISR

including its intelligence, surveillance, and reconnaissance solutions and services for

unmanned aerial systems to U.S. government agencies and NATO.

MENTIONED:

VIRTEX Enterprises (Insight Equity) acquires Precision Technology (Plano, TX), a

company that designs, manufactures, and repairs electronic products for large

commercial aerospace, and military equipment. AE Industrial Partners acquires AIM

MRO (Miamiville, OH) a manufacturer and supply chain manager of highly engineered

consumable repair products and materials used primarily in the aerospace engine

aftermarket. Kellstrom Defense (Merex) acquires Airborne Technologies ( Camarillo,

CA), a manufacturer and supplier of precision aerospace structural components and

assemblies to military, commercial, and general aviation markets.

SUMMARY

[3]

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Overview

▪ Advance acquires Allied Minds’ minority stake in HawkEye 360, a radio frequency data analytics platforms provider.

▪ Comtech Telecommunications announces acquisition of UHP Networks (Canada), a provider of innovative and disruptive satellite ground station technology solutions, for $40 million.

▪ Palo Alto Networks acquires Aporeto, a machine identity-based microsegmentation company, for $150 million.

▪ Tenable (Columbia, MD) acquires Indegy, an industrial cybersecurity company. Indegy's platform is designed to provide visibility, security and control across operational technology environments.

▪ FLIR Systems invests in Providence Photonics, a developer of software used to quantify invisible gas emissions using FLIR's cameras. Deal gives FLIR exclusive access to certain elements of Providence's intellectual property.

▪ Accenture acquires Clarity Insights (Chicago, IL), a data consultancy with deep data science, AI, and machine learning (ML) expertise.

▪ F5 Networks acquires Shape Security (Santa Clara, CA), a developer and provider of cyber security solutions to defend web and mobile applications from malicious automated cyber-attacks, for roughly $1 billion.

▪ PE Hub reports that Dell Technologies has hired an investment bank to sell its RSA Security business.

▪ Intelsat provides a $50 million loan to BlackSky (Seattle, WA), a provider of geospatial intelligence, satellite imaging and global monitoring services. This is part of a broader relationship between the companies, which now will pair Earth observation with a global communications infrastructure.

▪ DroneDeploy (San Francisco, CA), a drone software solution company, raises $35 million in Series D, led by Bessemer Venture Partners.

▪ Kasada (Australia), a cybersecurity startup focused on bots, raises $7 million in Series A led by In-Q-Tel.

▪ Advanced Navigation (Sydney), an AI and robotics sensors company, raises $13 million in Series A from Brick & Mortar, In-Q-Tel, and Main Sequence Ventures.

▪ Apax Partners invests $400 million in is Verint (Melville, NY), a provider of solutions for the cyber intelligence operations of companies and government agencies.

GENERAL / OTHER M&A INVESTMENTS / IPOS

[4]

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Overview

▪ Alan Thomas joins Trowbridge as executive vice president of special projects. Thomas was the former commissioner of the Federal Acquisition Service at the General Services Administration.

▪ Jennifer Felix joins ASRC Federal as executive vice president and chief operating officer. Felix was the former CFO at Vencore.

▪ Carey Smith named president at Parsons. This is an addition to her current role as chief operating officer (COO).

▪ Jerry Bessette named senior vice president in the US Commercial business at Booz Allen Hamilton. Bessette is a former senior cybersecurity official at the FBI.

▪ Alex Morrow joins Dedrone as vice president of defense solutions. Morrow spent 18 years at Battelle.

▪ Ken Diller appointed executive VP and chief growth office of Intrepid Solutions and Services. Diller was formerly vice president of corporate development at Fulcrum IT Services.

▪ Bill Solms named president and general manager of the new government solutions division at QOMPLX. Solms was most recently the vice president and general manager of the federal division of Qualys.

▪ Cheryl Waldrup joins Strongbridge as chief growth officer. Waldrup was formerly a vice president of federal capture at General Dynamics' information technology business.

▪ Randy Tharp named vice president of Veterans Affairs programs at ManTech. Tharp was a former account management lead at Leidos

▪ Ted Wright appointed CEO of the defense business at vehicle manufacturing company Navistar International.

▪ Garrett Jones named vice president of global channels at IronNetCybersecurity. Jones was previously with Forcepoint.

▪ Thomas Donnelly and Jim Gray join SOS International.

▪ Jack Ginsburg joins Paradyme Management as chief operating officer. Ginsburg was most recently GDIT’s vice president of growth.

▪ Retired U.S. Army Lt. Col. Randy J. Kolton joins Synectics as senior vice president of business development. Kolton was most recently SVP of business development for Data Systems Analysts.

▪

▪ Sanjay Parthasarathy joins Leidos’ defense group as vice president of business development and strategy for logistics and mission support operation.

▪ Sharon Hays promoted to chief technology and strategy officer at LMI.

▪ John Dvorak joins VariQ as chief technology officer.

▪ Vivien Bonazzi joins Deloitte as managing director within the government and public services practice. Bonazzi was a former senior adviser at the National Institutes of Health.

▪ Randy Tharp joins ManTech vice president of VA operations. He was formerly an account management lead at Leidos.

▪ Matt Tait joins ManTech as president of the mission solutions and services group.

▪ John “Jack” Magrane, a U.S. Army veteran, joins ManTech as executive director of VA business development. He previously worked at SAIC where he led capture plans for federal civilian markets.

▪ Troy Hartless named COO of Govplace. Hartless most recently served as the CEO of TLJ Capital, and chief revenue officer of CallisCommunications before that.

▪ Steve Hopkins named President and Chief Executive Officer of ANSER.

▪ Richard Valentine named vice president of business development at Akima. Valentine was previously at IBM in a sales and capture role.

▪ Thomas Donnelly joins SOS International as an intelligence community account executive. Donnelly was previously the Chief Financial Officer at DIA.

▪ Jim Gray joins SOS International as director of intelligence analysis. Gray was previously with BAE Systems.

▪ Jennifer Kauffman joins CyberCore Technologies as vice president of business development.

▪ Gil Dussek named CEO of Gunnison Consulting Group. Dussek was previously with General Dynamics Information Technology.

▪ Todd Stirtzinger joins Alion Science and Technology as senior vice president of the advanced technology group.

PERSONNEL CHANGES / NOTES

[5]

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Overview

▪ Leslie Echols joins ManTech as executive director of DHS business development. Echols was a former senior business development manager for Raytheon’s Department of Homeland Security programs.

▪ Bob McCord joins CNSI as COO. McCord was previously at president and COO of Octo Consulting.

▪ Darryl Burke, a retired U.S. Air Force major general, joins CACI as senior vice president for business strategy to the military branch. Burke previously was VP for global intelligence, surveillance and reconnaissance programs at ViaSat .

▪ Chris Kubic named chief information security officer at Fidelis Cybersecurity. Kubic was formerly the CISO of the NSA.

▪ Bill Cull is named senior vice president for federal at Cellebrite, an Israeli digital intelligence technology maker. Cull was a formerly the vice president for IBM’s public sector arm.

▪ Tom Arseneault named new CEO of BAE Systems. Arseneault is the current president and chief operating officer (COO) and takes over for Jerry DeMuro.

▪ Retired US Marine Corps brigadier general John Simmons named chief strategy officer of Attila Security (Fulton, MD), an endpoint protection company Attila Security.

▪ Greg Dixon joins EverWatch as president of the company’s computer network operations practice. Dixon was previously at KEYW.

▪ Dr. John Hillen named chief executive of EverWatch.

▪ Daniel Payne named senior vice president and chief security officer at ManTech. Payne previously worked as director for the Defense Counterintelligence and Security Agency at the Defense Department.

▪ Don Raines joins Alion Science and Technology as chief growth officer. Raines was previously a senior vice president of corporate business development and capture for MacAulay-Brown.

PERSONNEL CHANGES / NOTES (CONTINUED)

[6]

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Publicly Traded Company Historical Performance

GOVERNMENT SERVICES & DEFENSE ELECTRONIC PERFORMANCE HAS OUTPACED THE MAJOR INDICES

3 YEAR EV / TTM EBITDA

Source: CapitalIQ. Market Cap Weighted. Trading data as of 12/30/19

Source: CapitalIQ. LHX removed from index due to unusually high trading multiples form L3 Technologies and Harris merger. Trading data as of 12/30/19 Source: CapitalIQ. Trading data as of 12/30/19

[7]

3 YEAR RELATIVE PERFORMANCE PUBLIC COMPS PERFORMANCE

Performance

Index 1 year 3 year

Government Services IT 61.9% 16.5%

Aerospace & Defense Primes 30.9% 15.0%

Defense Electronics 41.2% 22.2%

S&P 500 10.1% 12.0%

NASDAQ 13.8% 17.7%

Government Services IT: BAH, CACI, EGL, ICFI, J, LDOS, MANT, PRSP, PSN, SAIC, VEC, VSEC

A&D Primes Index: BA, GD, LMT, NOC, RTN

Defense Electronics: CUB, FLIR, LHX, TDY

Performance

Ticker 1 year 3 year

BAH 57.9% 25.4%

CACI 74.4% 26.4%

ICFI 43.5% 18.4%

J 55.6% 16.3%

LDOS 87.2% 24.2%

MANT 53.4% 23.6%

PRSP 63.9% 0.00%

PSN 40.1% 1.1%

SAIC 40.1% 1.1%

VEC 137.4% 29.1%

VSEC 27.8% (0.5%)

BA 3.2% 28.0%

GD 13.3% 0.6%

LMT 50.0% 16.2%

NOC 44.1% 14.5%

RTN 44.0% 15.7%

CUB 18.5% 9.6%

FLIR 21.8% 12.8%

LHX 52.5% 25.0%

TDY 71.8% 41.5%

-20.00%

0.00%

20.00%

40.00%

60.00%

80.00%

100.00%

120.00%

Jan-17 Jun-17 Nov-17 Apr-18 Sep-18 Feb-19 Jul-19 Dec-19

S&P 500 Government IT Services A&D Primes Defense Electronics

10.00x

15.00x

20.00x

25.00x

Jan-17 Jun-17 Nov-17 Apr-18 Sep-18 Feb-19 Jul-19 Dec-19

S&P 500 Government Services IT A&D Primes Defense Electronics

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Publicly Traded Company Overview

[8]

Source: CapitalIQ. Trading Data as of 12/31/19.

Market Data Financial Data Valuation Data

12/30/19 52 Wk. % of 52 Market Enterprise Latest Twelve Months Margins EV / LTM

Company Name Ticker Price High Wk High Cap Value Revenue EBITDA Gross Gross EBITDA Revenue EBITDA

Government Services IT

Booz Allen Hamilton Holding Corporation NYSE:BAH $71.06 $78.01 91.1% $9,975 $11,656 $7,088 $718 $1,697 23.9% 10.1% 1.6x 16.2x

CACI International Inc NYSE:CACI 250.97 252.69 99.3% 6,285 8,213 5,184 488 1,784 34.4% 9.4% 1.6x 16.8x

ICF International, Inc. NASDAQ:ICFI 91.69 93.65 97.9% 1,725 2,118 1,460 134 522 35.7% 9.2% 1.5x 15.9x

Jacobs Engineering Group Inc. NYSE:J 89.62 98.08 91.4% 11,942 12,766 12,738 930 2,482 19.5% 7.3% 1.0x 13.7x

Leidos Holdings, Inc. NYSE:LDOS 98.07 98.76 99.3% 13,883 16,792 10,787 1,063 1,490 13.8% 9.9% 1.6x 15.8x

ManTech International Corporation NASDAQ: MANT 79.73 86.28 92.4% 3,197 3,317 2,115 182 309 14.6% 8.6% 1.6x 18.2x

Perspecta Inc. NYSE:PRSP 26.77 29.88 89.6% 4,331 7,179 4,448 559 1,071 24.1% 12.6% 1.6x 12.8x

Parsons Corporation NYSE:PSN 41.43 42.65 97.1% 4,112 4,495 3,846 185 808 21.0% 4.8% 1.2x 24.3x

Science Applications International Corporation NYSE:SAIC 87.74 92.49 94.9% 5,065 7,135 6,031 510 661 11.0% 8.5% 1.2x 14.0x

Vectrus, Inc. NYSE:VEC 51.28 55.50 92.4% 590 641 1,347 58 126 9.3% 4.3% 0.5x 11.1x

VSE Corporation NASDAQ:VSEC 38.30 41.14 93.1% 420 717 738 86 82 11.1% 11.7% 1.0x 8.3x

Mean 19.9% 8.8% 1.3x 15.2x

Median 19.5% 9.2% 1.5x 15.8x

High 35.7% 12.6% 1.6x 24.3x

Low 9.3% 4.3% 0.5x 8.3x

Aerospace & Defense Primes

The Boeing Company NYSE:BA $326.40 $446.01 73.2% $183,695 $198,970 $86,989 $6,560 $11,514 13.2% 7.5% 2.3x 30.3x

General Dynamics Corporation NYSE:GD 176.01 193.76 90.8% 50,800 65,228 38,955 5,437 6,885 17.7% 14.0% 1.7x 12.0x

Lockheed Martin Corporation NYSE:LMT 391.90 399.96 98.0% 110,544 122,682 58,345 9,239 8,186 14.0% 15.8% 2.1x 13.3x

Northrop Grumman Corporation NYSE:NOC 349.07 383.89 90.9% 58,830 73,537 33,276 5,020 6,869 20.6% 15.1% 2.2x 14.6x

Raytheon Company NYSE:RTN 220.19 222.06 99.2% 61,318 64,751 28,694 4,519 7,720 26.9% 15.7% 2.3x 14.3x

Mean 18.5% 13.6% 2.1x 16.9x

Median 17.7% 15.1% 2.2x 14.3x

High 26.9% 15.8% 2.3x 30.3x

Low 13.2% 7.5% 1.7x 12.0x

Defense Electronics

Cubic Corporation NYSE:CUB $63.16 $75.20 84.0% $1,975 $2,385 $1,496 $141 $431 28.8% 9.4% 1.6x 16.9x

FLIR Systems, Inc. NASDAQ:FLIR 51.95 55.54 93.5% 6,969 7,459 1,846 410 928 50.3% 22.2% 4.0x 18.2x

L3Harris Technologies, Inc. NYSE:LHX 200.08 217.31 92.1% 44,231 51,308 9,690 2,080 3,083 31.8% 21.5% 5.3x 24.7x

Teledyne Technologies Incorporated NYSE:TDY 348.37 351.53 99.1% 12,705 13,643 3,078 601 1,208 39.2% 19.5% 4.4x 22.7x

Mean 37.5% 18.2% 3.8x 20.6x

Median 35.5% 20.5% 4.2x 20.5x

High 50.3% 22.2% 5.3x 24.7x

Low 28.8% 9.4% 1.6x 16.9x

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Announced Buyer SellerBuyer/Seller

Location Seller Description

Enterprise Value($MM)

Seller EBITDA($MM)

Seller Rev($MM)

SellerEmpl

EV / Revenue

EV /EBITDA

1/3/2020 Quotient Eden Consulting Group, Inc Columbia, MD/Crofton, MD

Provides project and program management, earned value management, and risk management services to multiple federal agencies and private enterprises.

1/2/2020 Gryphon Technologies (AE Industrial Partners)

OMNITEC Solutions Washington, DC/Bethesda, MD

Provides enterprise technology, cloud, analytical, strategic advisory and advanced engineering solutions to the defense and federal communities.

12/20/2019 F5 Networks(NASDAQ: FFIV)

Shape Security Seattle, WA/Santa Clara, CA

Develops and provides cyber security solutions to defend web and mobile applications from malicious automated cyber-attacks.

1,028.0

12/19/2019 American Aerospace Technologies (AATI)

PAE ISR Mountain View, CA/Sterling, VA

Manufacturer of intelligence, surveillance, and reconnaissance solutions and services for unmanned aerial systems to U.S. government agencies and NATO.

12/19/2019 NTT Data Net eSolutions Corporation (NETE)

Plano, TX/McLean, VA

Provides cloud, cybersecurity, agile application development, advanced data analytics, clinical/bioinformatics and other digital services to the NIH and other agencies within DHHS.

300

12/18/2019 VIRTEX Enterprises (Insight Equity)

Precision Technology, Inc. (PTI)

Austin, TX/Plano, TX

Designs, manufactures, and repairs electronic products for large commercial aerospace, and military equipment.

12/17/2019 Leidos (NYSE: LDOS) Dynetics Reston, VA/Huntsville, AL

Provides high -technology, mission -critical services and solutions to U.S. Government customers including rapid prototyping, agile system integration/production, threat system analysis/emulation, and contract R&D.

1,650.0 131.0 2,300 12.6x

12/16/2019 Apax Partners Coalfire Systems (The Carlyle Group)

London, UK/Louisville, CO

Provides cybersecurity assessment and consulting services.

730

12/13/2019 AE Industrial Partners Base2 Solutions Boca Raton, FL/Bellevue, WA

Provides consulting services in the software development, security, systems engineering and DevOps areas.

12/13/2019 Centauri (Arlington Capital) The Design Knowledge Co. (TDKC)

Chantilly, VA/Fairborn, OH

Provides microelectronics trust and assurance, space domain awareness, and advanced visualization for enhanced situational awareness.

Recent M&A Transactions

[9]

All deals are announced. Sources: Company press releases, peHUB, Washington Technology, Wall Street Journal, Defense Mergers & Acquisitions.

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Announced Buyer SellerBuyer/Seller

Location Seller Description

Enterprise Value($MM)

Seller EBITDA($MM)

Seller Rev($MM)

SellerEmpl

EV / Revenue

EV /EBITDA

12/13/2019 Centauri (Arlington Capital) PreTalen Chantilly, VA/Beavercreek, OH

Provides cyber warfare, navigational warfare, and Positioning, Navigation and Timing (PNT) to counter adversaries.

12/9/2019 E3/Sentinel (NewSpring) Operational Intelligence Herndon, VA Providies analytical, training, operational and technical services to the IC.

12/3/2019 Patriot Technologies Communication Technologies & Consulting, (CTC)

Frederick, MD/Germantown, MD

Provides communications infrastructure, design and consulting solutions to the Federal, commercial, military, health care, hospitality, and educational institution markets.

12/3/2019 AE Industrial Partners AIM MRO Boca Raton, FL/Miamiville, OH

Manufacturer and supply chain manager of highly engineered consumable repair products and materials used primarily in the aerospace engine aftermarket.

11/13/2019 Tiger Midco (Apollo Global Management)

Tech Data Corporation (NasdaqGS:TECD)

New York, NY/Clearwater, FL

Provides information technology distribution solutions.

5,936.0 731.0 37,200.0 0.2x 8.1x

11/27/2019 Curtiss-Wright Corporation(NYSE: CW)

901D Holdings Davidson, NC/Tallman, NY

Provides service engineering and manufacturing solutions for the protection of COTS electronics equipment in the military, navy, army, marine, air force, and industrial markets.

130.0

11/22/2019 Kellstrom Defense Aerospace (The Merex Group)

Airborne Technologies, Inc. El Segundo, CA/Camarillo, CA

Manufactures and supplies precision aerospace structural components and assemblies to military, commercial, and general aviation market

11/21/2019 Comtech Telecommunications Corp. (NASDAQ: CMTL)

UHP Networks Melville, NY/Canada

Provides innovative and disruptive satellite ground station technology solutions.

40.0

11/18/2019 Vista Equity Sonatype (Blue Delta Capital Partners)

Austin, TX/Fulton, MD

Provides supply chain automation software.

11/18/2019 NV5 (NASDAQ: NVEE) Quantum Spatial (Arlington Capital)

Hollywood, FL/Sheboygan Falls, WI

Provides geospatial intelligence to government and commercial clients.

303.0 30.0 128.0 2.4x 10.1x

Recent M&A Transactions

[10]

All deals are announced. Sources: Company press releases, peHUB, Washington Technology, Wall Street Journal, Defense Mergers & Acquisitions.

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

($ millions) Company Date Purch Px Seller Rev. Company Date Purch Px Seller Rev.

Sikorsky Aircraft Jul-15 $9,000.0 H2M Group Aug-19 $38.8

Systems Made Simple Oct-14 Kforce Government Holdings Mar-19 $115.0

Lockheed Martin Sun Catalytix Aug-14 ManTech InfoZen Sep-17 $180.0

(NYSE: LMT) Zeta Associates Jun-14 (NASDAQ: MANT) Edaptive Systems Dec-16

Astrotech's Lauch Support Space Operations unit May-14 Ocean Edge Cyber Jun-16 $47.7

BEONTRA AG Mar-14 Knowledge Consulting Group (KCG) Jun-15 $68.2

Industrial Defender Mar-14 Welkin Associates Apr-15 $34.0

Amor Group Sep-13 7Delta Apr-14

CDL Systems Dec-12 Allied Technology Group Feb-14 $45.0

Chandler/May Nov-12 ALTA Systems Jan-13

Procerus Technologies Jan-12 HBGary (assets) Feb-12

QTC Holdings Aug-11 Evolvent Technologies Jan-12

Imes Strategic Support Limited (ISSL) May-09 WINS Oct-11 $90.0

UNITECH Dec-08 $41.9 TranTech Feb-11

Tellurian Networks Nov-08 $13.0 MTCSC Nov-11 $75.0 $83.0

Nantero's Govt Services Business Aug-08 QinietiQ's S&IS unit Sep-10 $60.0

Aculight Corporation Jul-08 Sensor Technologies Inc. (STI) Dec-09 $242.0 $340.0

Eagle Group International Apr-08 $141.5 DDK Technologies Mar-09 $14.0

EWA Services Dec-08 $12.3 $20.0

Engility Sep-18 $2,449.7 $1,908.7 Emerging Technologies Group Aug-08 $25.1 $14.4

Scitor Corp. Mar-15 $790.0 $600.0 McDonald Bradley Inc. Dec-07 $78.9 $50.0

SAIC maxIT Healthcare Jul-12 $493.0 SRS Technologies May-07 $199.1 $175.0

(NYSE: SAI) Vitalize Consulting Solutions (VCS) Jul-11

Patrick Energy Services May-11 Websense Apr-15 $2,300.0

Science, Eng and TechAssoc (SET) Jan-10 Sensintel Jan-15

Forbes Analytic Software, Inc. (FASI) Jan-10 Raytheon Blackbird Technologies Nov-14 $420.0

CarScan Jan-10 (NYSE: RTN) Visual Analytics Jun-13

Atlan Jul-09 SafeNet's Govt Solutions business Nov-12

R.W. Beck Group Jun-09 Teligy Oct-12

Benham Investment Holdings LLC Jul-08 $17.0 Henggeler Computer Consultants Dec-11

Icon Systems Apr-08 Pikewerks Dec-11

SM Consulting Mar-08 Ktech Corporation Jun-11

Applied Signal Technology Dec-10 $490.0 $225.0

CSRA Feb-18 $9,871.1 $5,064.0 Trusted Computer Solutinos Nov-10

General Dynamics Applied Physical Sciences Corp Dec-12 Technology Associates Oct-10

(NYSE: GD) Open Kernal Labs Sep-12 Compucat Research Pty Ltd. Feb-10

Fidelis Security Systems Aug-12 BBN Technologies Sep-09

Ship Repair (Earl Industries) Jun-12 SI Government Solutions Apr-08

IPWireless May-12 Oakley Networks Oct-07

Metro Machines Sep-11

NETCONN Solutions Jul-11 QRC Technologies Jul-19 $215.0 $56.0

Fortress Technologies Jun-11 Parsons OGSystems Jan-19

Axsys Technologies Jun-09 $643.0 Polaris Alpha May-18

Jet Aviation Nov-08 Secure Mission Solutions Apr-14

Delcan Corporation Apr-14

Sparta Oct-11 $350.0 $322.7

Acquisition History

[11]Source: Company 10Ks filed with SEC.

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Acquisition History (continued)

Source: Company 10Ks filed with SEC.

[12]

($ millions) Company Date Purch Px Seller Rev. Company Date Purch Px Seller Rev.

Next Century Corporation Oct-19 Millennium Space Systems Aug-18

Linndustries Shielding Specialties Oct-19 Aurora Flight Sciences Oct-17

Deep3 Software Oct-19 Boeing KLX (Nasdaq: KLX) May-18 $4,227.6 $1,828.6

CACI Mastodon Design Jan-19 $225.0 (NYSE: BA) Ventura Solutions Oct-12

(NYSE: CACI) LGS Innovations (CoVant / Madison Dearborn) Jan-19 $750.0 Miro Technologies Oct-12

CSRA/GD SE&A Business Unit Aug-18 $84.0 $150.0 Solutions Made Simple, Inc. (SMSi) Jul-11

LTE Engineering Associates Apr-15 $16.0 CDM Technologies Nov-10

Six3 Systems Oct-13 $820.0 $470.0 Argon ST Jun-10 $775.0 $366.0

IDL Solutions Jan-13 $42.0 Narus Jun-10

Emergint Technologies Nov-12 $42.0 eXMertius Jun-09

Delta Solutions & Technology Jun-12 $42.5 $44.8 Digital Receiver Technology Nov-08

Advanced Programs Group Sep-11 $66.0 $41.9 Federated Software Group Oct-08

Paradigm Holdings Jul-11 $61.5 Tapestry Solutions Sep-08

Pangia Technologies Jun-11 $41.0 $18.7 Insitu Jul-08 $400.0 $150.0

Applied Systems Research Oct-10 $10.0 Conquest Jan-03

TechniGraphics Oct-10 $46.0

SystemWare Jan-10 OMNITEC Solutions Jan-20

Athena Innovative Solutions Inc. Sep-07 $200.0 $110.0 PGFM Solutions Jul-19

Dragon Development Corp. Nov-07 $32.0 Gryphon Technologies Gryphon Technologies Sep-18

Wexford Group International May-07 $100.0

AlphaInsight Mar-06 $42.0 The Atlas Group Oct-18

PWC's Public Sector business Feb-18 Columbia Helicopters Jul-19

Capital Services Business of CB&I Feb-17 $755.0 F.M.I. Nov-17

Harris Corp's Government IT Services Business Jan-17 $690.0 $1,000.0 AE Industrial Partners CDI Corp. Sep-17 $160.0

Veritas Capital Alion Science & Technology Jul-15 $896.0 Schafer Corporation Apr-17

Anaren Nov-13 $382.0 $158.0 The Kemtah Group Jan-17

Thompson's HC Business Apr-12 $1,250.0 Intercom Consulting & Federal Systems Jul-16

CIBER (Federal Division) Jan-12 $40.0 Moeller Aerospace Technology Jul-16

IDS Business of PerkinElmer Nov-10 AC&A May-16

CPI International Nov-10 $525.0 $360.0 Tandel Systems Inc Jan-16

Enterprise Integration Group Oct-10 $815.0 $626.0

Kroll Govt Services (Keypoint) Jun-09 Composite Engineering May-12 $155.0

CRGT, Inc. Oct-08 Integral Systems May-11 $266.0 $197.7

Global Tel*Link Sep-08 Kratos Defense Herley Industries Feb-11 $270.0

Aeroflex Inc. Aug-07 (NASDAQ: KTOS) Henry Bros. Technologies Oct-10 $45.0

Vangent (formerly Pearson) Feb-07 $600.0 DEI Services Corp. Aug-10 $6.0

DynCorp. International Dec-04 Gichner Systems Group Apr-10 $133.0

McNeil Technologies Jul-04 Haverstick Consulting Dec-07 $90.0 $97.0

Trawick & Associates

Aquilent Nov-16 $250.0

Booz Allen Hamliton Healthcare unit of Genova Technologies Oct-14

DHA Group SDI Corp. Dec-12

ASGN ECS Federal 1/31/2018 $775.0 $586.0 ARINC's DSES Unit Sep-12 $154.0

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Acquisition History (continued)

[13]Source: Company 10Ks filed with SEC.

($ millions) Company Date Purch Px Seller Rev. Company Date Purch Px Seller Rev.

DMS Disaster Consultants Aug-18 The Perduco Group Oct-19

CITYSEARCH Mar-14 LinQuest Corporation May-18

Mostra Jan-14 $40.0 Covant LGS Innovations Dec-13 $200.0

ICF International GHK Holdings Limited (GHK) Jan-12 $30.0 (Madison Dearborn) GreenLine Systems Nov-13

(NASDAQ: ICFI) Ironworks Consulting Dec-11 Innovative Technology Systems (ITS) Jan-11

Marbek Resource Consultants Jan-11 A-T Solutions Mar-08

Jacob & Sundstrom Dec-09 Accelligence Jun-09

Macro International Mar-09 Trancite Logic Systems Oct-09

Autonomous Surface Vehicles (ASV) Sep-18 Janus Global Operations Dec-17

Adaptive Methods Sep-17 Owl Computing Feb-17

L3 Technologies Azimuth Security / Linchpin Labs Jul-18 $200.0 $65.0 DC Capital Partners Michael Baker Corporation Jul-13 $396.9 $576.5

(NYSE: LLL) Applied Defense Solutions Jul-18 $50.0 $15.0 CompSec Jan-13

Data Tactics Mar-14 $50.0 Catapult Technology Jul-12 $146.3

Mustang Technology Group Dec-13 $36.0

Thales Training - Civil Aircraft Apr-12 $132.0 $150.0

Kollmorgen Electro-Optical Dec-11 $210.0 $169.0 Information Innovators - Triple i Feb-17

3Di Technologies Sep-10 $40.0 Guident Technologies Dec-12

Airborne Technologies Aug-10 $20.0 CIBER, Federal division Jan-12 $40.0

Insight Technology Feb-10 $613.0 $290.0 CRGT Johnston McLamb Oct-10

Chesapeake Sciences Corp. Dec-08 $92.0 $70.0

International Resources Group Ltd. Dec-08 $100.0

Electro-Optical Systems Apr-08 $178.0 $53.0 LIST Innovative Solutions, Inc. (LIST) Nov-12 $25.0

HSA Systems Pty. Ltd. Mar-08 $16.0 ATS Corp. Feb-12 $73.5 $91.4

MKI Systems Dec-07 $45.0 Salient Solutions ESS division of Dataline LLC Oct-11

APSS S.r.1. Aug-07 $12.0 Command Information Mar-11

Global Communication Solutions May-07 $152.0 SGIS Jun-10

Geneva Aerospace Jan-07 $16.0

CyTerra Corp & SafeView Inc Mar-06 $190.6 $40.0

SAM Electronics Jan-06 $189.0 Octo Consulting Connexta Jul-19

Titan Jul-05 $2,741.0 (Arlington Capital)

Orbital ATK Sep-17 $7,800.0 $4,515.0

Qantas Defence Services Pty Limited Aug-13 SPA Veracity Forecasting and Analysis Jul-19

Northrop Grumman M5 Network Security Jun-12 (CM Equity Partners)

(NYSE: NOC) KillerBee UAS Apr-09

3001 International Sep-08 $92.0 Iron Bow Technologies Sep-18

Xinetics Oct-07 $100.0 Whitney, Bradley & Brown Nov-17

Essex Corporation Jan-07 $590.0 $234.6 HIG Capital NCI, Inc. Jul-17

Naval Systems unit of McLean-based Alion May-19 $225.0 $336.0

Serco SI International Aug-08 $524.0 $555.0

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Acquisition History (continued)

[14]Source: Company 10Ks filed with SEC.

($ millions) Company Date Purch Px Seller Rev. Company Date Purch Px Seller Rev.

Morphick Oct-17

Aquilent Nov-16 $250.0 Fulcrum IT Jan-19 $193.0 $160.0

Booz Allen Hamliton SPARC, LLC Nov-15 Huntington Ingalls (NYSE: HII) G2, Inc. Dec-18

Epidemico, Inc., Oct-14 Camber Corporation Nov-16 $380.0 $364.0

Healthcare unit of Genova Technologies Oct-14 UniversalPegasus International (KRG) May-14

SDI Corp. Dec-12

ARINC's DSES Unit Sep-12 $154.0 John Wood Group's Nuclear Business Aug-19 $303.0 $285.0

Jacobs (NYSE: JEC) KEYW Corporation Apr-19 $815.0 $520.0

Macfadden & Associates Feb-18 Blue Canopy Group Aug-17

FCi Federal Apr-17 CH2M Hill Aug-17

Pacific Architects and Engineers A-T Solutions May-13 $175.0 The Van Dyke Technology Group Apr-16

USIS Global Security and Solutions Business Jan-15 Federal Network Systems (Verizon) Apr-14

CSC Applied Technologies May-13 $175.0 Unique World Dec-11

Defense Support Services, LLD Nov-11 TechTeam Government Solutions (TTGSI) Jun-10

Acquired by Platinum Equity on 1/19/16 TYBRIN Corp. Dec-09

Stratus Solutions Feb-19

Northwood Global Solutions Apr-19 Applied Insight Applied Technology Group (ATG) Feb-19

Everwatch Solutions Dynamic Engineering Solutions Nov-18 Organizational Strategies Inc. Oct-18

(Enlightenment Capital) ACES Oct-18

Ian, Evan & Alexander (IEA) Corporation Solers Jun-19

RAI Government Services, LLC Peraton Strategic Resources International Aug-19

Vykin Corp. Jul-19 Operational Intelligence Dec-19

STG Group, Inc. Apr-18 $83.0 Data Works Aug-19

SOSi Defense Group Inc Sep-17 E3/Sentinal E3 Federal Solutions Nov-18

New World Solutions Jan-16 $40.0 (NewSpring)

Cole Engineering Services, Inc. (CESI) Sep-19

Berico Technologies Nov-18 Metova Federal May-19

Novetta (The Carlyle Group) By Light Professional IT Phacil Mar-19

(Sagewind Capital) Axom Technologies Mar-18

MacAulay-Brown (MacB) Aug-18 By Light Professional IT May-17

Alion (Veritas Capital)

The Design Knowledge Co. (TDKC) Dec-19 Island Information Technology Consultants Mar-19

PreTalen Dec-19 Tyto Athene (Arlington Capital) Black Box Corp's government solutions division Aug-18 $75.0

(Arlington Capital) Dependable Global Solutions Aug-18

Integrity Applications, Inc. (IAI) Feb-18

Ace Info Solutions Sep-19

(Macquarie Capital)

Perspecta (NYSE: PRSP) Knight Point Systems Aug-19

Engineering Solutions & Products LLC (ESP)

(Enlightment Capital, DFW Capital)

Equal Housing Lender. ©2020 M&T Bank. Member FDIC.

Government Contracting Team Leaders

[15]

KEY CONTACT INFORMATION

COMMERCIAL BANKING

Greater Washington / N. Virginia Market

MARK SWAAK, Vice President, Team Leader(703) 748-3729

mswaak@mtb.com

GREG SMITH, Vice President(410) 280-5732

gcsmith1@mtb.com

Chesapeake Market

JOHN ROBERTS, Vice President(410) 964-6862

jtroberts@mtb.com

Commercial Equipment Leasing

BILL LEAR, Vice President(301) 704-9914

wlear@mtb.com

INVESTMENT BANKING

M&A / Corporate Finance

ROB WHITE, Managing Director(202) 491-5303

rwhite@mtb.com

BILL GRAF, Director(410) 244-4903

wjgraf@mtb.com

Debt Capital Markets

JOHN WHALEN, Managing Director(410) 244-3849

jwhalen@mtb.com

HUGH GIORGIO, Managing Director(410) 244-3824

hgiorgio@mtb.com

Currency and Foreign Exchange

SEAN FITZGERALD, Administrative Vice President

(410) 244-4575jsbfitzgerald@mtb.com

Interest Rate Derivatives

CRAIG HALLGREN, Administrative Vice President

(410) 244 - 4353challgren@mtb.com

INVESTMENT MANAGEMENT

Greater Chesapeake Market

RYAN THOMPSON

(410) 280-5719rmthompson@wilmingtontrust.com

Greater Baltimore Market

MACKEY HUGHES, Group Vice President(410) 468-4326

mhughes@wilmingtontrust.com

Greater Washington / N. Virginia Market

DAVE DILUIGI, Market President(703) 216-8985

ddiluigi@wilmingtontrust.com