Smarthinking Announcement

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1 Strictly Private & Confidential P earso n Combines S marthi nki ng wi th T uto rV is ta Signa l Hill Capita l Grou p LLC served as exclu sive financia l advis or to Smarth inkin g, Inc. (“Smarthin king” ) in connection with its sale to TutorVista Global Pvt Ltd (“TutorVista”) and Pearson PLC (“Pearson”). Pearson, the world’s leading learning company, will combine Smarthinking with its recent controlling stake in TutorVista, an India based online tutoring company that provides tutoring services to approximately 10,000 students each month, in addition to providing curriculum design, teacher training, technology solutions and school administration services to 11 schools across India. The combination of these two market leaders will further support Pearson’s goals of building significant education companies in selected fast-growing markets. Smarthinking is the leading provider of post-secondary online tutoring and academic support programs that improve stude nt perfo rmance, persi sten ce and rete ntion . Thro ugh its prop rietar y white boa rd queu ing tech nolo gy, the Company serves its customers through a variety of tutoring options in more than 25 subject areas including core subjects such as math, science and business; specialty subjects such as nursing and allied health; and a variety of writin g servi ces. With over 475 post -seco ndary clien ts and a globa l network of appr oxima tely 1,500 trained professional educators, Smarthinking has established its reputation as the premier online tutoring provider in higher education. The Company was founded in 1999 and is headquartered in Washington, D.C. For more information on Smarthinking, please visit www.smarthinking.com. TutorVista is headquartered in Bangalore, India. For more information on TutorVista, please visit www.tutorvista.com. Pearson is headquarte red in London, UK. For more information on Pea rson, please visit www.pearson.com. For additional information about this transa ction, please contact: Scot t A. Wi el er Just i n Bal ci unas Chas Cook Mi chael Ul l i man Ch ai rman Ma na gi ng Di re ct or As so ci at e An al ys t 443-478-2405 443-478-2415 443-478-2439 443-478-2441 swiele r@sign alhill .com jbalciunas@signalhill. com [email protected] [email protected] About Signal Hill Signal Hill is an investment banking firm focused on small and mid-cap growth companies and their investors, with particular expertise in Technology, Media, Telecommunications, Education, Business and Healthcare Services and Insurance. Our partner- owned firm supports clients with investment banking, institutional brokerage, and research capabiliti es and services. Signal Hill Capital Group LLC, a FINRA member, has offices in Baltimore, Boston, Nashville, New York, Reston and San Francisco. February 2011 The undersigned acted as exclusive financial advisor to Smarthinking, I nc. in connection with this transaction has combined with

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1Strictly Private & Confidential

Pearson Combines Smarthinking with TutorVista

Signal Hill Capital Group LLC served as exclusive financial advisor to Smarthinking, Inc. (“Smarthinking”) in

connection with its sale to TutorVista Global Pvt Ltd (“TutorVista”) and Pearson PLC (“Pearson”). Pearson, the

world’s leading learning company, will combine Smarthinking with its recent controlling stake in TutorVista, an Indiabased online tutoring company that provides tutoring services to approximately 10,000 students each month, in

addition to providing curriculum design, teacher training, technology solutions and school administration services to

11 schools across India. The combination of these two market leaders will further support Pearson’s goals of building

significant education companies in selected fast-growing markets.

Smarthinking is the leading provider of post-secondary online tutoring and academic support programs that improve

student performance, persistence and retention. Through its proprietary whiteboard queuing technology, the

Company serves its customers through a variety of tutoring options in more than 25 subject areas including core

subjects such as math, science and business; specialty subjects such as nursing and allied health; and a variety of 

writing services. With over 475 post-secondary clients and a global network of approximately 1,500 trained

professional educators, Smarthinking has established its reputation as the premier online tutoring provider in higher 

education. The Company was founded in 1999 and is headquartered in Washington, D.C. For more information on

Smarthinking, please visit www.smarthinking.com.

TutorVista is headquartered in Bangalore, India. For more information on TutorVista, please visit www.tutorvista.com.

Pearson is headquartered in London, UK. For more information on Pearson, please visit www.pearson.com.

For additional information about this transaction, please contact:

Scott A. Wieler Justin Balciunas Chas Cook Michael UllimanChairman Managing Director Associate Analyst

443-478-2405 443-478-2415 443-478-2439 443-478-2441

[email protected] [email protected] [email protected] [email protected]

About Signal HillSignal Hill is an investment banking firm focused on small and mid-cap growth companies and their investors, with particular 

expertise in Technology, Media, Telecommunications, Education, Business and Healthcare Services and Insurance. Our partner-

owned firm supports clients with investment banking, institutional brokerage, and research capabiliti es and services. Signal Hill

Capital Group LLC, a FINRA member, has offices in Baltimore, Boston, Nashville, New York, Reston and San Francisco.

February 2011

The undersigned acted as

exclusive financial advisor to

Smarthinking, Inc. in connection

with this transaction

has combined with