MICHAEL SONG CV Page *

MICHAEL I. SONG

(***) ***–2654

adc075@r.postjobfree.com

www.linkedin.com/in/michaelisong

EXPERIENCED CFO – M&A SPECIALIST - CORPORATE RESTRUCTURINGS - C-LEVEL EXPERTISE – BOARD ADVISOR – CHANGE MANAGEMENT – VC, PE & ANGEL INVESTOR 25+ years of outstanding leadership and management in growth-stage to mature companies. Excellent team-builder/motivator and entrepreneurial strategic thinker. Seven stints as interim or part-time CFO. Founder of 4 high-tech companies. Served several stints as C-level executive at start-ups (i.e. CFO, COO, CEO). Significant experience in technology, particularly in broadcast media services, digital/traditional media, e-commerce, brand management, as well as business information services. CAREER ACHIEVEMENTS

Founder of 4 companies focused on e-commerce and brand management; deep C-level and Board experience at all levels; also served as CFO, COO, CEO on numerous occasions

• Carbon38 (fashion e-commerce): currently CFO for a $85 MM+/year women’s e-commerce site dedicated to the “athleisure” market; handling all aspects of financial operations, accounting, HR, treasury, capital raise

• Teeology (online T shirt company): wrote first business plan; co-developed business model; advised start-up to launch; raised $30 million and backed by Jennifer Lopez and Brian Lee

• Ineeka (organic online tea company): co-founder and developed business/launch plan for company; raised first $500K of seed financing; served as General Manager and CFO

• GreatsBrand (online sneaker company): served as first CFO; raised $600K for launch and expansion of the company to NYC

• eHobbies (online hobby store): served as interim CEO/CFO; raised $12 million in new financing; sold company to private investors

• Inupiat Energy Marketing (energy trading firm): co-founder and COO/CFO An established technology investor and entrepreneur with over 25 years experience in technology/media/entertainment at both start-up through large companies. A founding partner of Rustic Canyon Partners, the largest venture capital fund in SoCal with $850 million under management.

• Directly invested and oversaw $150 million of investments in 33 technology/media companies since 1997 with a personal IRR of 26%

• Focus on emerging technology, specifically consumer-facing enterprises, digital/traditional media, e-commerce, as well as business information services Wide network of contacts within the financial community

• PE/VC firms focused on technology/media/entertainment (i.e. Ares, Gores, Silverlake, TPG)

• Key TMT banks/advisors (i.e. Moelis, Allen & Co, Goldman, Qatalyst) Extensive and diverse background in fund-raising (raised well over $800 million) and M&A processes

(oversaw 9 M&A processes in varied business lines)

• PeopleSupport (out-sourced customer care): led team that vetted 14 investment banks; selected SG Cowen and Piper Jaffray to run IPO books (2004)

• Element K (online training): oversaw banker discussions that led to merger with SkillSoft

(NASDAQ: SKIL) in 2011

• CyberTrust (security software): oversaw M&A process and negotiated investment terms with PE investor One Equity Partners that led to sale of company to Verizon in 2007

• Co-founder and COO/CFO of an energy trading firm 2009- 2011 (Inupiat Energy Marketing); spearheaded investor meetings with more than 20 private equity firms; negotiated three competing term sheets for $20 million from a pool of 12 PE firms

• Undisclosed client (private VPN client services): revamped financials, engaged with bankers to oversee M&A or sale to PE firms (2015 and ongoing)

• Client BRM Cloud (SaaS company): redrafted business plan and raised $1.3 million from local venture investors for growth financing (2014-2015) MICHAEL SONG CV Page 2

Significant experience with strategy and finance, M&A, corporate restructurings, change management

• C-suite experience and also sat on 30+ company Boards, including two publicly traded companies

• Extensive investment banking, buy/sell-side deal and M&A expertise with a focus on strategic management (Boston Consulting Group, Lehman Brothers, Mercer Management Consulting)

• Active angel investor and tech entrepreneur who also started four other companies in the e- commerce and energy sectors

A veteran C-level executive and technology investor with extensive dealmaking experience.

• Deep financial expertise, focused on several cross-disciplines o Financial controls and operations, including interim executive C-level staffing o Oversaw complicated M&A scenarios of targets

o M&A, LBO, and other deal-related services

o Post-merger integration and aligning synergies in newly acquired companies

• Diverse P&L oversight and excellent track record of delivering results to investors

• Best practices, benchmarking, cost-containment and organizational restructuring

• Effective change management advocate across all levels of an organization PROFESSIONAL EXPERIENCE

CARBON38, INC. Los Angeles, CA

CFO / Board Advisor 2016 - Sept 2019

At Carbon38, we believe in fashion that suits our modern, active lives, which is why we scour the globe to curate the hottest, most hard-working sportswear labels that make style statements from the gym to the streets and beyond. Transitioned from interim to full-time role in May 2017. Current revenue run rate of

$85 MM+/year. Directly oversaw $26 MM of capital raise and $10 MM of debt over two years.

• Revamped financial, accounting, treasury operations of company.

• Budget and revenue run rate quadrupled (now at $85 MM+) over my tenure.

• Overhauled HR functions/processes in Company during a quintupling of FTE headcount.

• Supervised budget and strategic planning process across all departments of the Company.

• Oversaw Merchandising Open-To-Buy budget and its correlation to inventory controls; achieved doubling of inventory turn to 4.4x/year.

• Administered all lease negotiations, construction management, and budget planning for two retail locations and new corporate offices.

• Oversaw all internal/external audit functions; coordinating with E&Y on quarterly reviews and annual audit, including Sarbanes Oxley matters. Developed and maintained effective and efficient systems of internal financial controls.

• Spearheaded successful equity capital raise of $26 MM at a 3x multiple of previous valuation; led all diligence analysis and coordination with 25+ prospective investors.

• Negotiated and closed on over $10 MM of term debt and inventory credit lines. RUSTIC CANYON PARTNERS Los Angeles, San Francisco, Seattle Founding Partner; Senior Advisor 1999 – 2017

One of five founding partners of early-stage technology venture capital firm. Raised three funds with total assets under management of $850 million. Focused primarily on early-stage and growth capital companies in the digital media and consumer interactive services sector. Directly invested and managed

$150 million in 33 companies since 1997 with a personal IRR of 26%. Transitioned to role of Senior Advisor in late 2009. Currently oversee investments in 5 portfolio companies for Rustic Canyon. Rustic Canyon is focused on e-commerce, digital media, cleantech, Internet businesses and infrastructure, BPO, communications infrastructure, enabling technology for businesses, and other technology-oriented, high-growth industries.

• Served three stints as interim COO and CFO for three companies with direct P&L oversight over $50 million+

• Reviewed and diligenced over 5,000 start-up business plans and proposals over 13 years MICHAEL SONG CV Page 3

• Oversaw 25 company Board seats as investor

• Oversaw staffing and deal flow in Seattle office from 2004 – 2008; directly invested $25 million in four Pacific Northwest companies

• Cultivated vast and deep network of entrepreneurs, technology companies, and start-up C-level executives in three cities over 13 years

• Involved with all aspects of fund management: investor relations, strategic planning, building internal infrastructure, recruitment of staff, financial modeling, sales strategy

• Featured speaker at numerous conferences such as Los Angeles Venture Association, Ernst & Young Entrepreneur of the Year, PWC Money Tree, DEMO, Pac Northwest Venture Summit, TiE SoCal panelist (The Indus Entrepreneurs), Orange County Venture Group, numerous angel events, etc. Deep domain expertise and extensive knowledge on start-up activities in early-stage tech sectors. Representative investments include:

• Broadcast media services: MediaSpan Group, Broadcast Interactive, YouNews, FMW

• Digital media/consumer/e-commerce: eToys, CitySearch (merger/IPO in 1998), Cooking.com, Hidden City Entertainment, The Daily Deal (acquired by Wasserstein & Co. in 2006), eHobbies

• Business info services: Cybertrust (acquired by Verizon in 2007), Sandpiper Networks (acquired by Cable & Wireless in 2000), DataDepth, CaseRev

• Business process out-sourcing: PeopleSupport (IPO in 2004), Element K (acquired by NIIT in 2006), HyperQuality, Intrepid Learning Solutions

TECH ADVISORY SERVICES Los Angeles, CA

Start-up Entrepreneur & Advisor / Angel Investor 2011 - Present Advisory services, fund-raising, business development, strategic advisory services, and C-level consultation to entrepreneurs and emerging technology start-ups in greater Los Angeles area. Review and assess business plans, market entry strategies, and financial models. Serve in interim executive roles as needed (i.e. CFO, COO, VP of Bus Dev, etc.) Projects include:

• Software and services technology company (interim CFO to prep for sale)

• Stealth video ad technology services company (interim CFO, business development, mentoring)

• SaaS start-up for janitorial franchisees servicing commercial property owners (CFO, bus dev, capital raise, serving on Board of Advisors)

• Teeology, LLC: On-line crowdsourcing T-shirt company; wrote first business draft; co-developed business model; advised start-up to launch; backed by Jennifer Lopez and Brian Lee (founder of ShoeDazzle, LegalZoom, Honest Company)

• Ineeka.com, LLC: E-commerce site for organic Indian tea; co-developed business and launch plan for company; brokered first seed financing; launched in late 2012; served as General Manager and CFO

• GreatsBrand, LLC: E-commerce site dedicated to selling hip, urban men’s shoes; co-developed operating plan; raised $600K of seed financing; served as interim COO and CFO TECHPAR GROUP (TPG), LLC Los Angeles, CA & Fort Lee, NJ Consultant 2015 - 2016

TechPar Group consists exclusively of high-level, high-achieving IT executives engaged in consulting projects for high-tech companies. Served as interim CFO for clients. Clients include technology companies and their investors.

• Strategic and tactical systems planning

• Financial controls and operations, including interim executive CFO, COO staffing

• Architecture and infrastructure design, assessment, and execution

• Complex implementation management

• Best practices, benchmarking and organizational restructuring MICHAEL SONG CV Page 4

INUPIAT ENERGY MARKETING, LLC Los Angeles, CA

Co-Founder, COO/CFO 2009 – 2011

Inupiat Energy (IEM) is an early-stage company dedicated to providing financial trading and marketing services for energy, oil, natural gas, and clean technology products. IEM is a certified minority business enterprise with license to market and trade energy products in all 50 states.

• Drafted business plan and spearheaded investor meetings with more than 20 private equity firms; received competing term sheets for $20 million each in spring 2010

• Placed the company into hiatus in fall 2010 due to deterioration of capital markets

• Negotiated transfer of shell trading platform to a larger energy trading firm in 2011 TIMES MIRROR COMPANY Los Angeles, CA

Director, Corporate Investments 1997 – 1999

Managed a $100 million+ evergreen venture capital fund that made early stage investments in Internet start-up companies related to advancing Times Mirror’s media and publishing interests

• Made 13 investments in tech start-ups totaling $41 million in 16 months; investments include: Sandpiper Networks (acquired by Cable & Wireless in 2000), CitySearch (merged with TicketMaster in 1998), Aveo (acquired by Dell in 2001), personal angel investor in eToys (IPO in 1999)

• Assessed on-line and Internet opportunities for Times Mirror publications and newspapers

• Provided deal guidance for $1.1 billion sale of Matthew Bender legal publishing and Mosby medical publishing units

THE BOSTON CONSULTING GROUP Los Angeles & San Francisco, CA Consultant 1994 - 1997

• Assessed impact of convergence technology and on-line services on the US financial services industry on behalf of American Banking Association

• Conducted comprehensive audit of strategic plan for $800 million defense contractor; managed 10 person client team which analyzed two $150 million acquisitions

• Oversaw 6 person team at a $4 billion utility to enter home security and energy services market LEHMAN BROTHERS New York, NY

Investment Banking Associate, Emerging Markets Group 1993 - 1994 CORPORATE DECISIONS, INC. (now MERCER MANAGEMENT CONSULTING) Boston, MA Associate Consultant 1989 - 1992

EDUCATION

THE WHARTON SCHOOL, University of Pennsylvania Philadelphia, PA Master of Business Administration

• Dual concentration in Finance and Multinational Management

• Highest Honors graduate and Director’s List for both years (top 10% of class)

• Chairman of the Dean’s Graduate Student Advisory Committee (DGSAC) BROWN UNIVERSITY Providence, RI

BA, International Relations and Russian History

• Graduated magna cum laude and Highest Honors

• International relations thesis published by Brown University Press in 1990 PHILLIPS EXETER ACADEMY Exeter, NH

Baccalaureate with cum laude honors

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