SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Dynasil Corporation of America

(Name of the Issuer and Name of Person Filing Statement)

Common Stock, $0.0005 par value per share

(Title of Class of Securities)

268102100

(CUSIP Number of Class of Securities)

Peter Sulick

President and Chief Executive Officer

Dynasil Corporation of America

313 Washington Street, Suite 403

Newton, MA 02458

(617) 668-6855

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications on Behalf of Persons Filing Statement)

Copies to:

Matthew J. Gardella, Esq.

Matthew W. Tikonoff, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

This statement is filed in connection with (check the appropriate box):

a. x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. ¨ The filing of a registration statement under the Securities Act of 1933.

c. ¨ A tender offer.

d. ¨ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

Calculation of Filing Fee

Transaction Valuation (*)	Amount of Filing Fee (**)
$1,665,000.00	$333.00

(*) Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of approximately 1,447,826 shares of common stock for $1.15 per share in cash in lieu of issuing fractional shares to holders of less than 8,000 shares of common stock after the proposed reverse/forward stock split.

(**) The filing fee is calculated in accordance with Rule 0-11(b) by multiplying the Transaction Valuation of $1,665,000.00 by 0.0002.

¨ Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

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RULE 13e-3 TRANSACTION STATEMENT

INTRODUCTION

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Schedule 13E-3”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), by Dynasil Corporation of America (the “Company”), a Delaware corporation.

The Company proposes to hold a special meeting of its stockholders to consider amendments to the Company’s certificate of incorporation, as amended to date, to effect a 1-for-8,000 reverse stock split of the Company’s common stock, par value $0.0005 per share (the “Reverse Stock Split”), followed immediately by a 8,000-for-1 forward stock split of the Company’s common stock (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Transaction”). As a result of the Transaction, each share of the Company’s common stock held by a stockholder of record owning immediately prior to the effective time of the Transaction fewer than 8,000 shares will be converted into the right to receive $1.15 in cash, without interest (the “Cash Payment”), and such stockholders would no longer be stockholders of the Company. Stockholders owning 8,000 or more shares immediately prior the effective time of the Transaction (“Continuing Stockholders”) would not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split, which would immediately follow the Reverse Stock Split, would reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of the Company’s common stock held by such Continuing Stockholders immediately prior to the effective time. As a result of the Forward Stock Split, the total number of shares of the Company’s common stock held by a Continuing Stockholder would not change as a result of the Transaction.

The primary purpose of the Transaction is to enable the Company to maintain the number of its record holders of common stock below 300. The Transaction is being undertaken as part of the Company’s plan to terminate the registration of the Company’s common stock under Section 12(g) of the Exchange Act and suspend the Company’s duty to file periodic reports and other information with the SEC under Section 13(a) thereunder, and to delist the Company’s common stock from the Nasdaq Capital Market.

This Schedule 13E-3 is being filed with the SEC concurrently with the filing of the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”) pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The information contained in the Proxy Statement, including all annexes thereto, is expressly incorporated herein by reference and the responses to each item of this Schedule 13E-3 are qualified in their entirety by reference to the information contained in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. This Schedule 13E-3 will be amended to reflect such completion or amendment of the Proxy Statement. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Proxy Statement.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET” is incorporated herein by reference.

Item 2. Subject Company Information

(a)       Name and Address. The name of the subject company is Dynasil Corporation of America, a Delaware corporation. The Company’s principal executive offices are located at 313 Washington Street, Suite 403, Newton, MA 02458. The Company’s telephone number is (617)-668-6855.

(b)       Securities. The subject class of equity securities to which this Schedule 13E-3 relates is the Company’s common stock, $0.0005 par value per share, of which 17,541,300 shares were outstanding as of May 1, 2019.

(c)       Trading Market and Price. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Market Price of Common Stock” is incorporated herein by reference.

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(d)       Dividends. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Dividends” is incorporated herein by reference.

(e)       Prior Public Offerings. The Company has not made an underwritten public offering of its Common Stock for cash during the three years preceding the date of the filing of this Schedule 13E-3.

(f)       Prior Stock Purchases. The Company has not purchased any subject securities during the two years preceding the date of the filing of this Schedule 13E-3.

Item 3. Identity and Background of Filing Person

(a)       Name and Address. The filing person, the Company, is also the subject company, with its address and telephone number provided in Item 2(a) above. The name of each director and executive officer is set forth below.

Name	Position
Mr. Craig Dunham	Director
Mr. Lawrence Fox	Director
Dr. William Hagan	Lead Director
Mr. David Kronfeld	Director
Mr. Thomas Leonard	Director
Mr. Alan Levine	Director
Mr. Peter Sulick	Chairman, Chief Executive Officer & President
Mr. Robert Bowdring	Chief Financial Officer

The address of each director and executive officer of the Company is c/o Dynasil Corporation of America, 313 Washington Street, Suite 403, Newton, Massachusetts 02458.

(b)       Business and Background of Entities. Not applicable.

(c)       Business and Background of Natural Persons. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Directors and Executive Officers” is incorporated herein by reference.

Neither the Company nor to the Company’s knowledge, none of the Company’s directors or executive officers has been convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Each of the Company’s directors and executive officers is a citizen of the United States.

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Item 4. Terms of the Transaction

(a)       Material Terms. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET” and “SPECIAL FACTORS” is incorporated herein by reference.

(c)       Different Terms. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” “— Effects of the Transaction,” “— Fairness of the Transaction,” “— Treatment of Beneficial Holders (Stockholders Holding Shares in “Street Name”),” and “— Material Federal Income Tax Consequences;” and SPECIAL FACTORS — Effects of the Transaction,” “— Fairness of the Transaction,” and “— Material Federal Income Tax Consequences” is incorporated herein by reference.

(d)       Appraisal Rights. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — No Appraisal or Dissenters’ Rights;” and “SPECIAL FACTORS — No Appraisal or Dissenters’ Rights” is incorporated herein by reference.

(e)       Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Fairness of the Transaction” is incorporated herein by reference.

(f)       Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contracts, Transactions, Negotiations and Agreements

(a)       Transactions. Not Applicable.

(b)       Significant Corporate Events. Not applicable.

(c)       Negotiations or Contacts. Not applicable.

(e)       Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Potential Conflicts of Interests of Officers, Directors, and Certain Affiliated Persons,” and “— Vote Required for Approval of the Transaction and the Adjournment Proposal At the Special Meeting;” and “SPECIAL FACTORS — Potential Conflicts of Interests of Officers, Directors, and Certain Affiliated Persons,” “and “— Stockholder Approval” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

(b)       Use of Securities Acquired. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Effective Date” is incorporated herein by reference.

(c)       Plans. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purpose of and Reasons for the Transaction,” “— Effects of the Transaction;” and “SPECIAL FACTORS — Purpose of and Reasons for the Transaction,” “— Background of the Transaction,” “— Effects of the Transaction,” “— Nasdaq Capital Market Listing; OTC Pink Market,” and “— Fairness of the Transaction,” is incorporated herein by reference.

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Item 7. Purposes, Alternatives, Reasons and Effects

(a)       Purposes. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purpose of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purpose of and Reasons for the Transaction” and “— Background of the Transaction” is incorporated herein by reference.

(b)       Alternatives. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Background of the Transaction,” and “— Alternatives to the Transaction” is incorporated herein by reference.

(c)       Reasons. The information set forth in the Proxy Statement under SUMMARY TERM SHEET — Purpose of and Reasons for the Transaction;” and “SPECIAL FACTORS — Purpose of and Reasons for the Transaction,” “— Background of the Transaction,” “— Alternatives to the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.

(d)       Effects. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — The Transaction,” “— Effects of the Transaction,” and “— Material Federal Income Tax Consequences;” and “SPECIAL FACTORS — Purpose and Reasons for the Transaction,” “— Effects of the Transaction,” “— Nasdaq Capital Market Listing; OTC Pink Market,” and “— Material Federal Income Tax Consequences” is incorporated herein by reference.

Item 8. Fairness of the Transaction

(a)       Fairness. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Special Committee and Board of Directors Recommendations of the Transaction,” and “— Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.

(b)       Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Purpose of and Reasons for the Transaction,” “— Special Committee and Board of Directors Recommendations of the Transaction,” “— Reservation of Rights,” and “— Fairness of the Transaction;” and “SPECIAL FACTORS — Purpose of and Reasons for the Transaction,” “— Background of the Transaction,” “— Alternatives to the Transaction,” “— Fairness of the Transaction,” and “— Fairness Opinion of Financial Advisor” is incorporated herein by reference.

(c)       Approval of Security Holders. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Potential Conflicts of Interest of Officers, Directors, and Certain Affiliated Persons,” and “— Vote Required for Approval of the Transaction and the Adjournment Proposal At the Special Meeting;” and “SPECIAL FACTORS — Fairness of the Transaction,” “— Potential Conflicts of Interests of Officers, Directors, and Certain Affiliated Persons,” and “— Stockholder Approval” is incorporated herein by reference.

(d)       Unaffiliated Representatives. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “— Fairness Opinion of Financial Advisor” is incorporated herein by reference.

(e)       Approval of Directors. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Special Committee and Board of Directors Recommendations of the Transaction,” and “— Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.

(f)       Other Offers. None.

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Item 9. Reports, Opinions, Appraisals and Negotiations

(a)       Report, Opinion or Appraisal. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Special Committee and Board of Directors Recommendations of the Transaction” and “— Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “— Fairness Opinion of Financial Advisor” is incorporated herein by reference.

(b)       Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Special Committee and Board of Directors Recommendations of the Transaction” and “— Fairness of the Transaction;” and “SPECIAL FACTORS — Background of the Transaction,” “— Fairness of the Transaction,” and “— Fairness Opinion of Financial Advisor” is incorporated herein by reference.

(c)       Availability of Documents. The full text of the fairness opinion of Mirus Securities, Inc. (“Mirus”) dated May 1, 2019, is attached as Annex C to the Proxy Statement. The fairness opinion of Mirus and the Valuation Presentations of Mirus dated April 19, 2019, April 26, 2019 and May 1, 2019 are each available for inspection and copying at the Company’s principal executive offices, 313 Washington Street, Suite 403, Newton, MA 02458.

Item 10. Source and Amounts of Funds or Other Consideration

(a)       Source of Funds. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Financing for the Transaction;” and “SPECIAL FACTORS — Effects of the Transaction” and “— Source of Funds and Expenses” is incorporated herein by reference.

(b)       Conditions. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Financing for the Transaction;” and “SPECIAL FACTORS — Effects of the Transaction” and “— Source of Funds and Expenses” is incorporated herein by reference.

(c)       Expenses. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.

(d)       Borrowed Funds. The information set forth in the Proxy Statement under “SPECIAL FACTORS — Source of Funds and Expenses” is incorporated herein by reference.

Item 11. Interest in Securities of the Subject Company

(a)       Securities Ownership. The information set forth in the Proxy Statement under “INFORMATION ABOUT THE COMPANY — Security Ownership of Certain Beneficial Owners” is incorporated herein by reference.

(b)       Securities Transactions. None.

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Item 12. The Solicitation or Recommendation

(d)       Intent to Tender or Vote in a Going Private Transaction. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Effects of the Transaction,” “—Potential Conflicts of Interests of Officers, Directors, and Certain Affiliated Persons,” and “— Vote Required for Approval of the Transaction and the Adjournment Proposal At the Special Meeting;” “SPECIAL FACTORS — Effects of the Transaction,” “— Potential Conflicts of Interests of Officers, Directors, and Certain Affiliated Persons,” and “— Stockholder Approval” is incorporated herein by reference.

(e)       Recommendation of Others. The information set forth in the Proxy Statement under “SUMMARY TERM SHEET — Potential Conflicts of Interests of Officers, Directors, and Certain Affiliated Persons,” and “— Vote Required for Approval of the Transaction and the Adjournment Proposal At the Special Meeting;” and “SPECIAL FACTORS — Background of the Transaction,” and “— Fairness of the Transaction” is incorporated herein by reference.

Item 13. Financial Statements

(a)       Financial Information. The audited financial statements and unaudited interim financial statements are incorporated by reference in the Proxy Statement from the Company’s Annual Report on Form 10-K for the year ended September 30, 2018, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Summary Historical Financial Information” is incorporated herein by reference.

(b)       Pro forma Information. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Pro Forma Consolidated Financial Statements (Unaudited)” is incorporated herein by reference.

(c)       Summary Information. The information set forth in the Proxy Statement under “FINANCIAL INFORMATION — Summary Historical Financial Information” is incorporated herein by reference.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)       Solicitation or Recommendation. The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION — Solicitation” is incorporated herein by reference.

(b)       Employees and Corporate Assets. The information set forth in the Proxy Statement under “MEETING AND VOTING INFORMATION — Solicitation” is incorporated herein by reference.

Item 15. Additional Information

(b)       Not applicable.

(c)       Other Material Information. The information contained in the Proxy Statement, including all appendices attached thereto, is incorporated herein by reference.

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Item 16. Exhibits

(a)(i) Notice of Meeting and Preliminary Proxy Statement of the Company (incorporated herein by reference to the Company’s Schedule 14A filed with the Securities and Exchange Commission on May 15, 2019).

(a)(ii) Annual financial statements for the years ended September 30, 2018 and September 30, 2017 of Dynasil Corporation of America appearing in the Annual Report on Form 10-K for the fiscal year ended September 30, 2018 (filed with the SEC on December 21, 2018 and incorporated herein by reference).

(a)(iii) Interim financial statements for the three months ended December 31, 2018 of Dynasil Corporation of America appearing in the Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2018 (filed with the SEC on February 11, 2019 and incorporated herein by reference).

(a)(iv) Interim financial statements for the nine months ended March 31, 2019 of Dynasil Corporation of America appearing in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 (filed with the SEC on May 14, 2019 and incorporated herein by reference).

(b)(i) Loan and Security Agreement by and between Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 1, 2014, filed as Exhibit 10.1 to Form 8-K filed on May 2, 2014 and incorporated herein by reference.

(b)(ii) Revolving Line of Credit by and between Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 1, 2014, filed as Exhibit 10.2 to Form 8-K filed on May 2, 2014 and incorporated herein by reference.

(b)(iii) Loan Document Modification Agreement between the Company and Middlesex Savings Bank, dated September 29, 2015, filed as Exhibit 10.04 to Form 10-K filed on December 17, 2015 and incorporated herein by reference.

(c)(i) Opinion of Mirus dated May 1, 2019 (incorporated herein by reference to Annex C of the Proxy Statement).

(c)(ii) Presentation dated April 19, 2019 of Mirus to the Board of Directors of the Company.

(c)(iii) Presentation dated April 26, 2019 of Mirus to the Board of Directors of the Company.

(c)(iv) Presentation dated May 1, 2019 of Mirus to the Board of Directors of the Company.

(d) Not applicable

(f) Not applicable.

(g) Not applicable.

(h) Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DYNASIL CORPORATION OF AMERICA
By:	/s/ Peter Sulick
	Peter Sulick
	President and Chief Executive Officer

Dated: May 16, 2019

EX-99.(C)(II)

Exhibit (c)(ii)

1 DRAFT -- CONFIDENTIAL April 19, 2019 Project Midnight Presentation prepared for the Special Committee of the Board of Directors

2 DRAFT -- CONFIDENTIAL Disclaimer and Limiting Factors 2 • Mirus has relied upon and assumed the accuracy and completeness of all information that was publicly available or provided to us by the Company, and has not independently verified such information. • Mirus has not conducted any valuation or appraisal of any assets or liabilities. • Mirus held discussions with management with regard to the Company’s current position and outlook. • We have assumed that financial analyses and forecasts have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations of the Company. • We are not legal, regulatory or tax experts and have relied on the assessments made by the Company and its advisors with resp ect to such issues. • Our opinion is based on economic, market and other conditions as in effect on, and the information made available to us as of , t he date of this Presentation. • We have not acted as financial advisor to the Company with respect to the proposed Transaction, and we will not receive any compensation that is contingent upon the successful completion of the Transaction. Mirus has provided advisory services to the Special Committee related our opinion work, including a review and analysis of precedent transactions, advice with respect to ca sh - out value for fractional shares resulting from the reverse stock split and a draft of the summary of our analysis. The Compan y h as agreed to indemnify us for certain liabilities arising out of our engagement, including liabilities arising under the Federal se curities laws. • This Presentation is not intended to represent an opinion, but rather to serve as discussion materials for the Committee to r evi ew and as a basis upon which Mirus may render an opinion. This Presentation does not address the underlying business decision by the Company to pursue, consider or approve a transaction involving the Company, and this Presentation does not constitute a recommendation to the Company, the Committee, or any other person or entity as to any specific action that should be taken (o r omitted to be taken) in connection with a transaction involving the Company or as to any strategic or financial alternatives to a proposed transaction or the timing thereof.

3 DRAFT -- CONFIDENTIAL Agenda 3 • Engagement Overview • Midnight Financial Overview • Valuation Analysis

4 DRAFT -- CONFIDENTIAL Engagement Overview 4

5 DRAFT -- CONFIDENTIAL Summary of Engagement 5 • The Board of Dawn (the “Company”, or “Dawn”) is considering executing a reverse stock split, to be followed by a reciprocal forward stock split (together, the “Transaction”) – terms for the Transaction are not yet determined. • Dawn is considering the Transaction due to the significant costs and expenses associated with being a reporting company. The ini tial consensus of the Board was that the Company did not appear to reap much benefit from being a reporting company and as such it was reasonable for the Board to consider deregistering the Common Stock and suspending the Company's reporting obligations under the Exchange Act. • The Transaction is intended to reduce the number of shareholders to fewer than 300, which, subject to additional documentatio n and procedures, would make the Company eligible to file a Form 15 with the SEC and terminate its registration obligations und er the Exchange Act. • The Company does not intend to issue any fractional shares in the Transaction. Rather, instead of being issued fractional sha res , each Cashed - Out Stockholder will receive a cash payment for such stockholder's fractional interests resulting from the Transaction. • Mirus Capital Advisors (“ Mirus ”) has been engaged to provide an opinion (the “Opinion”) to the Board of Directors as to whether, as of the date of the Opinion, the final terms of the Transactions are fair to the non - affiliated shareholders

6 DRAFT -- CONFIDENTIAL Dawn Financial Overview 6

7 DRAFT -- CONFIDENTIAL Historical Income Statements 7 Source: Company filings. 1) Net income (loss) as reported in company filings. 2) Includes the 83% of Xcede depreciation and amortization not attributable to non controlling interest 3) EBITDA calculated as Gross Profit less Sales and marketing, Research and development, and General and administrative expenses , l ess Net income attributable to non controlling interest, plus Depreciation and amortization. 4) Source: Company documents. Excludes Depreciation and amortization expense from Xcede , which is incorporated into “Depreciation and amortization” per footnote 2. 5) Adjusted EBITDA calculated as EBITDA less the loss attributable to Dawn (83% consolidation, net of portion attributable to no n c ontrolling interest). Fiscal YE Sep 30, TTM Dec 31, $'000s 2017 2018 2018 Net revenue 37,284 40,681 41,520 Cost of revenue 23,386 25,445 26,167 Gross profit 13,898 15,236 15,353 Gross margin 37% 37% 37% Sales and marketing 1,152 1,336 1,455 Research and development 903 823 692 General and administrative 12,365 12,733 12,818 (Gain) loss on sale of assets 60 - - Impairment of long-lived assets - 182 182 Total operating expenses 14,480 15,074 15,147 Income (loss) from operations (582) 162 206 Interest expense, net 212 180 179 Income (loss) before taxes (794) (18) 27 Income tax (benefit) (2,741) (1,608) (2,333) Net income (loss) 1,947 1,590 2,360 Less: Net income (loss) attributable to noncontrolling interest (246) (170) (104) Net income (loss) attributable to common stockholders 1 2,193 1,760 2,464 Depreciation and amortization 2 1,238 1,257 1,296 EBITDA 3 962 1,771 1,788 Xcede Loss Attributable to Dawn 4 (1,212) (839) (509) Adjusted EBITDA 5 2,174 2,610 2,297

8 DRAFT -- CONFIDENTIAL Key Financial Metrics 8 Source: Company filings and documents. 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 Fiscal YE 2013 Fiscal YE 2014 Fiscal YE 2015 Fiscal YE 2016 Fiscal YE 2017 Fiscal YE 2018 ($’000s) Radiation Monitoring Devices Hilger Dynasil Fused Silica Evaporated Metal Films Optometrics RMD Optics Revenue by Division EBITDA and EBITDA Margin 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% - 600 1,200 1,800 2,400 3,000 Fiscal YE 2017 Fiscal YE 2018 TTM Dec 2018 ($'000s) Adjusted EBITDA (Excludes Xcede Loss Attributable to Dawn) EBITDA Adjusted EBITDA Margin

9 DRAFT -- CONFIDENTIAL Historical Balance Sheets – As Reported 9 Sep 30, Dec 31, $'000s 2017 2018 2018 Assets Cash and equivalents 2,415 2,327 1,165 Accounts receivable, net of allowances 3,407 4,069 3,471 Unbilled receivables 1,317 1,214 1,245 Contract assets - 1 21 Inventories, net of reserves 4,326 4,106 4,492 Prepaid expenses and other current assets 973 664 801 Total Current Assets 12,438 12,381 11,195 Gross property, plant & equipment 16,993 19,127 19,256 Accumulated depreciation (9,961) (11,029) (11,300) Net property, plant & equipment 7,032 8,098 7,956 Intangible assets 987 755 718 Deferred tax asset 2,642 4,333 4,394 Goodwill 5,940 5,900 5,864 Long-term contract assets - 7 4 Security deposits 58 58 53 Total other assets 9,627 11,053 11,033 Total Assets 29,097 31,532 30,184 Sep 30, Dec 31, $'000s 2017 2018 2018 Liabilities Equipment line of credit - - 240 Current portion of long-term debt 2,007 1,246 1,253 Capital lease obligations, current portion 91 40 34 Convertible notes - - - Accounts payable 2,380 2,355 1,669 Contract liabilities 129 253 157 Accrued expenses and other liabilities 2,667 2,803 2,322 Total current liabilities 7,274 6,697 5,675 Long-term debt, net of current portion 1,045 2,075 1,898 Capital lease obligations, net of current portion 81 52 44 Deferred tax liability, net 234 205 199 Other long-term liabilities 38 175 178 Total long-term liabilities 1,398 2,507 2,319 Total liabilities 8,672 9,204 7,994 Common stock 9 9 9 Additional paid In capital 21,406 21,865 21,946 Accumulated OCI (loss) (539) (700) (841) Retained Earnings (919) 841 770 Treasury stock (986) (986) (986) Noncontrolling interest 1,454 1,299 1,292 Total equity 20,425 22,328 22,190 Total Liabilities And Equity 29,097 31,532 30,184 Source: Company filings and documents.

10 DRAFT -- CONFIDENTIAL Summary of Shareholders 10 Source: Company stockholder report as of Januar y 3, 2019 . Does not include stock option grant to Lawrence Fox for 95,602 shares, with a January 31, 2020 expiry and exercise price of $ 1.8 0. Shareholder Breakdown As of January 3, 2019 Shares Outstanding 1/3/2019 17,431,500 Illustrative split 1:5,000 Holders post split (known accounts and 14 known OBOs) 257 Shares retired (assuming no OBO retired) 1,031,012 Name Stock Held % of Common Outstanding Sulick, Peter (Chairman, President & CEO) 3,799,980 21.8% Dunham, Craig T. (Independent Director) 2,051,045 11.8% Kronfeld, David (Independent Director) 300,210 1.7% Leonard, Thomas C. (Independent Director) 205,921 1.2% Fox, Lawrence J. (Independent Director) 170,695 1.0% Hagan III, William K. (Lead Director) 170,622 1.0% Levine, Alan B. (Independent Director) 143,585 0.8% Shah, Kanai (Management) 119,697 0.7% Bishop, Gary (Management) 46,904 0.3% Schulz, Paul (Management) 31,434 0.2% Bowdring Jr., Robert Joseph (CFO) 20,045 0.1% Parikh, Nimal (Management) 20,000 0.1% Total Insider Holdings 7,080,138 40.6% Entine Trust 1,396,325 8.0% Christensen, Jon (Target 3 Fund) 863,691 5.0% All Other Holdings 8,091,346 46.4% Total Other Holdings 10,351,362 59.4% Total 17,431,500 100.0% Insider Holdings Other Holdings 21.8% 11.8% 7.1% 8.0% 5.0% 46.4% Sulick, Peter (Chairman, President & CEO) Dunham, Craig T. (Independent Director) Other Insiders Entine Trust Christensen, Jon (Target 3 Fund) Other

11 DRAFT -- CONFIDENTIAL Valuation Analysis 11

12 DRAFT -- CONFIDENTIAL Valuation Methods Considered 12 • Historical Valuation Approach: Mirus reviewed Dawn’s historical common equity trading prices and volumes, and historical Enterprise Value/Revenue, Enterprise Value/EBITDA, and Price/Book Value multiples • Public Companies Approach: Mirus reviewed select public companies and their implied valuation multiples • Transactions Approach: Mirus reviewed select merger and acquisition transactions and their implied valuation multiples • Premia Paid Approach: Mirus reviewed the implied premia paid in recent M&A transactions and reverse stock split transactions • Discounted Cash Flow Approach: Mirus conducted a DCF analysis utilizing the forecast developed by management • Buyout Approach: Mirus conducted a buyout analysis utilizing the forecast developed by management, assuming modest incremental leverage and adjustments for estimated costs incurred as a public company and estimated transaction costs • Liquidation Approach: a liquidation approach was considered but ultimately not used as the Company’s assets do not reflect the value of its anticipated future cash flows . Additionally, no recent appraisals were conducted on the Company’s material assets, and fair market value may vary significantly from book value

13 DRAFT -- CONFIDENTIAL 0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40 1.60 1.80 2.00 - 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 Apr 2018 Jun 2018 Jul 2018 Sep 2018 Nov 2018 Dec 2018 Feb 2019 Apr 2019 ($) (Shares) Dawn Share Volume (LHS) Dawn Closing Share Price (RHS) Nasdaq Non-Compliance Notice Results Announcements/Corporate Communications 13 Historical Valuation: LTM Price and Volumes Source: Capital IQ. 1) Volume bucketed by daily VWAP. 2) January 11, 2019, Daw n announces receipt of notice from Nasdaq regarding share price closing below $1.00 for 30 consecutive business days. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days from the date of the notice (July 8 , 2 019) to regain compliance by having the closing bid price exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 8, 2019. Intra - day 52 - Week Low $0.72 52 - Week High $1.60 Trailing 52 weeks as of April 17, 2019 Price Range Estimated Volume (K) 1 % of Total < $0.85 327 5% > $0.85 - $1.00 2,017 33% > $1.00 - $1.15 1,013 16% > $1.15 - $1.30 491 8% > $1.30 - $1.45 1,934 31% > $1.45 414 7% Total 6,195 100% April 17, 2018 - April 17, 2019Volume Weighted Average Price = $1.14 April 17, 2019 Close Price = $1.10 Close Sep 30, 2018 $1.29 Dec 31, 2018 $0.89 Apr 17, 2019 $1.10 Apr 18, 2019 $1.12 Low $0.76 High $1.53 2

14 DRAFT -- CONFIDENTIAL 14 Historical Valuation: Price and Price/Book Ratio Source: Capital IQ and company filings and documents. Price/Book Value calculated as each day’s Market Capitalization based o n t he closing price divided by the most recently preceding quarter end’s Book Value of Equity, not accounting for delay in financial reporting. For example, October 5, 2018 Book Value is as of filings for September 30, 2018 (FY 2018 10 - K filed on December 21, 2018). Trailing 2 years as of April 17, 2019 0.50 0.70 0.90 1.10 1.30 1.50 0.60 0.80 1.00 1.20 1.40 1.60 Apr 2017 Aug 2017 Jan 2018 May 2018 Oct 2018 Mar 2019 (x) ($) Closing Stock Price (LHS) Price/Book Value (RHS) P/B Sep 30, 2017 1.0x Sep 30, 2018 1.0x Dec 31, 2018 0.7x Apr 17, 2019 0.9x Low 0.6x Median 1.0x High 1.3x

15 DRAFT -- CONFIDENTIAL 0.0 4.0 8.0 12.0 16.0 20.0 0.0 0.2 0.4 0.6 0.8 1.0 Apr 2017 Aug 2017 Jan 2018 May 2018 Oct 2018 Mar 2019 (x) (x) EV/TTM Revenue (LHS) EV/Adj TTM EBITDA (RHS) 15 Historical Valuation: Enterprise Value Multiples Source: Capital IQ, company filings and documents. 1) Enterprise Value (EV) calculated as Market Capitalization plus Net Debt, less consolidated Xcede debt ($500k as of December 31, 2018). For each data point, Market Capitalization calculated daily, and the Debt values are based on each day’s most recent public financial filings, not taking into account d ela y in financial reporting. For example, October 5, 2018 EV is calculated as that day’s Market Capitalization, plus Net Debt less Xcede debt as of September 30, 2018 (FY 2018 10 - K filed on December 21, 2018). 2) Adjusted EBITDA calculated in accordance with methodology on slide 7. For each data point, Adjusted TTM EBITDA is based ea ch day’s most recent four quarters of public financial filings., not accounting for delay in filings (see footnote 1). For example, April 17, 2019 Adjusted TTM EBITDA is calculated as FY2018 + 1Q2019 – 1Q2018. Quarterly “ Xcede Loss Attributable to Dawn” was estimated using a proration of the annual numbers. For example for data point April 1, 2018, the “ Xcede Loss Attributable to Dawn” was calculated with the weightings (½ x Fiscal 2018 plus ½ x Fiscal 2017) . Trailing 2 years as of April 17, 2019 EV/Rev EV/Adj. EBITDA Oct 1, 2017 0.6x 10.1x Oct 1, 2018 0.6x 8.7x Jan 1 , 2019 0.4x 6.9x Apr 17, 2019 0.5x 9.1x Low 0.3x 4.9x Median 0.6x 9.4x High 0.7x 15.5x

16 DRAFT -- CONFIDENTIAL Historical Valuation: Summary 16 Note: Historical valuation statistics based on data over past 2 years. EV and Adjusted EBITDA calculated in accordance with m eth odology on pages 15 and 7 . Price/Book calculated in accordance with methodology on page 14. Stock history highs and lows based on intraday prices, quartiles based on closing prices. VWAP calculated as average of closing pr ice s over the respective period, weighted by each day’s trading volume. Low 1st Quartile VWAP 3rd Quartile High 52-Week Stock History $0.72 $1.02 $1.14 $1.35 $1.60 6-Month Stock History $0.72 $0.96 $0.97 $1.10 $1.25 3-Month Stock History $0.91 $1.00 $1.06 $1.06 $1.22 1-Month Stock History $0.91 $1.02 $1.12 $1.15 $1.22 1-Week Stock History $1.10 $1.13 $1.12 $1.16 $1.18 Historical Valuation Multiples Apr 17, 2019 Low 1st Quartile Median Mean 3rd Quartile High Dawn EV/Adj TTM EBITDA 9.1x 4.9x 7.0x 9.4x 9.5x 11.9x 15.5x Dawn EV/TTM Revenue 0.5x 0.3x 0.5x 0.6x 0.6x 0.6x 0.7x Dawn Price/Book Value 0.9x 0.6x 0.9x 1.0x 1.0x 1.1x 1.3x

17 DRAFT -- CONFIDENTIAL Selected Comparable Publicly Traded Companies 17 Source: Capital IQ. Market Capitalization as of April 17, 2019. Public Comp EBITDA as of each company’s four most recent quarters. Dawn shown for re ference, but not included in calculation of descriptive statistics for the comp set. Dawn EBITDA calculated in accordance with methodology on page 7. Dawn EV calculated in accordance with methodology on page 15. Company Market Capitalization ($MM) Enterprise Value ($MM) EBITDA ($MM) EBITDA Margin EV / EBITDA Dawn 19.2 21.0 2.3 6% 9.1x Amphenol Corporation (NYSE:APH) 31,001.1 33,327.3 1,987.7 24% 16.8x Applied Optoelectronics, Inc. (NasdaqGM:AAOI) 249.9 282.8 18.9 7% 14.9x AVX Corporation (NYSE:AVX) 3,122.8 2,269.0 361.7 20% 6.3x Belden Inc. (NYSE:BDC) 2,302.2 3,345.2 463.1 18% 7.2x Coherent, Inc. (NasdaqGS:COHR) 3,806.4 3,946.5 452.3 25% 8.7x Corning Incorporated (NYSE:GLW) 27,412.0 33,449.0 2,886.0 26% 11.6x FLIR Systems, Inc. (NasdaqGS:FLIR) 6,715.6 6,625.4 407.0 23% 16.3x II-VI Incorporated (NasdaqGS:IIVI) 2,608.0 2,883.1 249.6 20% 11.6x Intermolecular, Inc. (NasdaqGS:IMI) 53.7 23.3 0.8 2% 30.3x LightPath Technologies, Inc. (NasdaqCM:LPTH) 37.4 40.7 3.4 10% 11.9x Luna Innovations Incorporated (NasdaqCM:LUNA) 119.3 77.5 2.7 6% 28.7x Materion Corporation (NYSE:MTRN) 1,223.9 1,171.4 59.3 5% 19.7x Mistras Group, Inc. (NYSE:MG) 393.0 671.3 59.3 8% 11.3x OSI Systems, Inc. (NasdaqGS:OSIS) 1,569.5 1,877.8 148.8 13% 12.6x Perceptron, Inc. (NasdaqGM:PRCP) 71.8 63.9 7.5 9% 8.5x Raytheon Company (NYSE:RTN) 50,630.5 52,488.5 3,801.0 14% 13.8x Rogers Corporation (NYSE:ROG) 3,122.9 3,188.7 164.4 19% 19.4x The LGL Group, Inc. (AMEX:LGL) 32.8 13.5 1.9 8% 7.0x Veeco Instruments Inc. (NasdaqGS:VECO) 613.9 640.8 20.9 4% 30.7x Vishay Intertechnology, Inc. (NYSE:VSH) 2,941.2 2,673.7 631.6 21% 4.2x Low 4.2x 1st Quartile 8.7x Median 12.2x Mean 14.6x 3rd Quartile 17.4x High 30.7x

18 DRAFT -- CONFIDENTIAL Selected Comparable Publicly Traded Companies: Implied Valuation 18 Sample Calculation Value A = Median EV/TTM EBITDA of Public Comp Set (as of Apr 17, 2019) 12.2x B = Dawn’s Adjusted TTM EBITDA 2 $2.3 MM C = A x B = Dawn’s Implied Enterprise Value (as of Apr 17, 2019) $28.1MM D = Dawn’s Cash Balance (as of Dec 31, 2018) $1.2MM E = Dawn’s Debt Balance (as of Dec 31, 2018, excluding $500k consolidated Xcede note) $3.0MM F = C + D – E Dawn’s Implied Equity Value (as of Apr 17, 2019) $26.3MM G = Dawn’s Common Equity Shares Outstanding (as of January 3, 2019) 17.4MM H = F ÷ G Dawn’s Implied Price per Share (as of April 17, 2019) $1.51 Source: Capital IQ, Company filing s and documents. Excludes transaction costs. 1) Public Company Multiples calculated on page 17. 2) Calculated in accordance with methodology on page 7. Public Company Multiples Low 1st Quartile Median Mean 3rd Quartile High EV/TTM EBITDA 1 4.2x 8.7x 12.2x 14.6x 17.4x 30.7x Implied Dawn Price per Share $0.45 $1.04 $1.51 $1.82 $2.19 $3.94

19 DRAFT -- CONFIDENTIAL Selected Comparable Transactions and Implied Valuation 19 Source: Capital IQ, Company filing s and documents. 1) Target’s EBITDA for the four most recent quarters before the transaction was announced. 2) Calculated in accordance with methodology on page 18. Excludes transaction costs. Target Acquirer Announcement Date Status Percent Sought Transaction Value ($MM) Implied Enterprise Value ($MM) EBITDA ($MM) 1 EV / EBITDA CoAdna Holdings, Inc. II-VI Incorporated 3/26/2018 Closed 100.0% 44.9 44.9 1.7 26.4x Anaren, Inc. TTM Technologies, Inc. 12/4/2017 Closed 100.0% 940.7 940.7 43.4 21.7x ISP Optics Corp. LightPath Technologies, Inc. 8/8/2016 Closed 100.0% 18.0 18.0 3.1 5.8x Rofin-Sinar Technologies Inc. Coherent, Inc. 3/16/2016 Closed 100.0% 782.5 782.5 73.3 10.7x API Technologies Corp. J.F. Lehman & Company, Inc. 2/29/2016 Closed 100.0% 306.7 306.7 20.2 15.2x Newport Corp. MKS Instruments, Inc. 2/23/2016 Closed 100.0% 1,003.4 1,003.4 77.2 13.0x Low 5.8x 1st Quartile 11.3x Median 14.1x Mean 15.5x 3rd Quartile 20.1x High 26.4x Transaction Multiples Low 1st Quartile Median Mean 3rd Quartile High EV/TTM EBITDA 5.8x 11.3x 14.1x 15.5x 20.1x 26.4x Implied Dawn Price per Share 2 $0.66 $1.38 $1.75 $1.93 $2.54 $3.38

20 DRAFT -- CONFIDENTIAL Premia Paid: Statistics and Implied Valuation 20 Mirus reviewed 255 merger and acquisition and going dark reverse stock split transactions closed between January 1, 2016 and April 17, 2019 with transaction value less than $250 million • Excludes M&A transactions in which less than 90% of the business was acquired • Excludes outliers with target stock premiums above 300% or below - 20% Source: Capital IQ. Excludes transaction costs. Sample Calculation Value A = Median Premia Paid in M&A and Going Dark Reverse Stock Split Transactions Relative to Price on Day Prior to Announcement (255 transactions from Jan 1, 2016 – Apr 17, 2019) 33% B = Dawn’s Prior Day Stock Price per Share (as of April 17, 2019) $1.10 C = (1 + A) x B = Dawn’s Implied Price per Share in a Transaction (as of April 18, 2019) $1.46 Premia Paid Statistics Low 1st Quartile Median Mean 3rd Quartile High 1-Day Prior (12%) 17% 33% 43% 57% 251% 1-Week Prior (18%) 18% 34% 43% 56% 251% 30-Days Prior (17%) 19% 34% 44% 61% 198% Implied Dawn Price per Share Dawn Low 1st Quartile Median Mean 3rd Quartile High 1-Day Prior (vs. Apr 17, 2019) $1.10 $0.97 $1.29 $1.46 $1.57 $1.72 $3.86 1-Week Prior (vs. Apr 10, 2019) $1.16 $0.95 $1.37 $1.55 $1.66 $1.81 $4.07 30-Days Prior (vs. Mar 18, 2019) $0.97 $0.81 $1.15 $1.30 $1.40 $1.56 $2.89

21 DRAFT -- CONFIDENTIAL Management Forecast Fiscal Year Ended September 30, $ Millions 2020 2021 2022 2023 Revenue 43.2 43.8 44.7 45.6 Gross Profit 17.2 17.4 17.7 18.1 EBITDA 2.5 2.5 2.5 2.5 Discounted Cash Flow: Forecast and Implied Valuations 21 • Mirus conducted a DCF analysis utilizing the forecast developed by management • A range of WACC’s were considered, based on the estimated cost of capital for Dawn • A range of terminal EBITDA multiples were considered, based on Dawn’s historic trading multiples Source: Management forecast. Excludes transaction costs. Implied Dawn Price per Share Terminal EV/EBITDA Multiple WACC 8.0x 9.0x 10.0x 11.0x Low High 12.0% $0.81 $0.91 $1.01 $1.10 $0.76 $1.10 13.0% $0.78 $0.88 $0.97 $1.07 14.0% $0.76 $0.85 $0.94 $1.03

22 DRAFT -- CONFIDENTIAL Management Forecast Fiscal Year Ended September 30, $ Millions 2020 2021 2022 2023 Revenue 43.2 43.8 44.7 45.6 Gross Profit 17.2 17.4 17.7 18.1 Unadjusted EBITDA 1 2.5 2.5 2.5 2.5 Plus: Public Company Costs 2 0.7 0.9 0.9 0.8 Adjusted EBITDA 1 3.2 3.3 3.4 3.4 Buyout: Forecast and Implied Valuations 22 • Mirus conducted a Buyout analysis utilizing the forecast developed by management including an adjustment for estimated public company costs and an estimate of transaction costs • A range of Equity IRR’s were considered, based on an increase in leverage to 1.5x Adjusted FY2020 EBITDA • A range of terminal EBITDA multiples were considered, based on Dawn’s historic trading multiples Source: Management forecast. 1) Before transaction costs. Calculated in accordance with methodology on page 7. 2) Cost savings estimated by management,including legal and audit costs related to public filings. 3) Includes transaction costs. Implied Dawn Price per Share 3 Terminal EV/EBITDA Multiple Equity IRR 8.0x 9.0x 10.0x 11.0x Low High 16.0% $1.00 $1.11 $1.22 $1.33 $0.95 $1.33 17.0% $0.98 $1.08 $1.18 $1.29 18.0% $0.95 $1.05 $1.15 $1.25

23 DRAFT -- CONFIDENTIAL Summary Range of Value Per Share 23 1) For Trading Range data points, median represents VWAP. Low 3 rd Quartile 1 st Quartile High Legend: Low 1st Quartile Median 1 3rd Quartile High $0.72 $1.02 $1.14 $1.35 $1.60 $0.72 $0.96 $0.97 $1.10 $1.25 $0.91 $1.00 $1.06 $1.06 $1.22 $0.91 $1.02 $1.12 $1.15 $1.22 $1.10 $1.13 $1.12 $1.16 $1.18 $0.45 $1.04 $1.51 $2.19 $3.94 $0.66 $1.38 $1.75 $2.54 $3.38 $0.97 $1.29 $1.46 $1.72 $3.86 $0.95 $1.37 $1.55 $1.81 $4.07 $0.81 $1.15 $1.30 $1.56 $2.89 $0.76 $1.10 $0.95 $1.33

EX-99.(C)(III)

Exhibit (c)(iii)

1 DRAFT -- CONFIDENTIAL April 26, 2019 Project Midnight Presentation prepared for the Special Committee of the Board of Directors

2 DRAFT -- CONFIDENTIAL Disclaimer and Limiting Factors 2 • Mirus has relied upon and assumed the accuracy and completeness of all information that was publicly available or provided to us by the Company, and has not independently verified such information. • Mirus has not conducted any valuation or appraisal of any assets or liabilities. • Mirus held discussions with management with regard to the Company’s current position and outlook. • We have assumed that financial analyses and forecasts have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations of the Company. • We are not legal, regulatory or tax experts and have relied on the assessments made by the Company and its advisors with resp ect to such issues. • Our opinion is based on economic, market and other conditions as in effect on, and the information made available to us as of , t he date of this Presentation. • We have not acted as financial advisor to the Company with respect to the proposed Transaction, and we will not receive any compensation that is contingent upon the successful completion of the Transaction. Mirus has provided advisory services to the Special Committee related our opinion work, including a review and analysis of precedent transactions, advice with respect to ca sh - out value for fractional shares resulting from the reverse stock split and a draft of the summary of our analysis. The Compan y h as agreed to indemnify us for certain liabilities arising out of our engagement, including liabilities arising under the Federal se curities laws. • This Presentation is not intended to represent an opinion, but rather to serve as discussion materials for the Committee to r evi ew and as a basis upon which Mirus may render an opinion. This Presentation does not address the underlying business decision by the Company to pursue, consider or approve a transaction involving the Company, and this Presentation does not constitute a recommendation to the Company, the Committee, or any other person or entity as to any specific action that should be taken (o r omitted to be taken) in connection with a transaction involving the Company or as to any strategic or financial alternatives to a proposed transaction or the timing thereof.

3 DRAFT -- CONFIDENTIAL Agenda 3 • Engagement Overview • Midnight Financial Overview • Valuation Analysis

4 DRAFT -- CONFIDENTIAL Engagement Overview 4

5 DRAFT -- CONFIDENTIAL Summary of Engagement 5 • The Board of Dawn (the “Company”, or “Dawn”) is considering executing a reverse stock split, to be followed by a reciprocal forward stock split (together, the “Transaction”) – terms for the Transaction are not yet determined. • Dawn is considering the Transaction due to the significant costs and expenses associated with being a reporting company. The ini tial consensus of the Board was that the Company did not appear to reap much benefit from being a reporting company and as such it was reasonable for the Board to consider deregistering the Common Stock and suspending the Company's reporting obligations under the Exchange Act. • The Transaction is intended to reduce the number of shareholders to fewer than 300, which, subject to additional documentatio n and procedures, would make the Company eligible to file a Form 15 with the SEC and terminate its registration obligations und er the Exchange Act. • The Company does not intend to issue any fractional shares in the Transaction. Rather, instead of being issued fractional sha res , each Cashed - Out Stockholder will receive a cash payment for such stockholder's fractional interests resulting from the Transaction. • Mirus Capital Advisors (“ Mirus ”) has been engaged to provide an opinion (the “Opinion”) to the Board of Directors as to whether, as of the date of the Opinion, the final terms of the Transactions are fair to the non - affiliated shareholders

6 DRAFT -- CONFIDENTIAL Dawn Financial Overview 6

7 DRAFT -- CONFIDENTIAL Historical Income Statements 7 Source: Company filings. 1) Net income (loss) as reported in company filings. 2) Includes the 83% of Xcede depreciation and amortization not attributable to non controlling interest 3) EBITDA calculated as Gross Profit less Sales and marketing, Research and development, and General and administrative expenses , l ess Net income attributable to non controlling interest, plus Depreciation and amortization. 4) Source: Company documents. Excludes Depreciation and amortization expense from Xcede , which is incorporated into “Depreciation and amortization” per footnote 2. 5) Adjusted EBITDA calculated as EBITDA less the loss attributable to Dawn (83% consolidation, net of portion attributable to no n c ontrolling interest). Fiscal YE Sep 30, TTM Dec 31, $'000s 2017 2018 2018 Net revenue 37,284 40,681 41,520 Cost of revenue 23,386 25,445 26,167 Gross profit 13,898 15,236 15,353 Gross margin 37% 37% 37% Sales and marketing 1,152 1,336 1,455 Research and development 903 823 692 General and administrative 12,365 12,733 12,818 (Gain) loss on sale of assets 60 - - Impairment of long-lived assets - 182 182 Total operating expenses 14,480 15,074 15,147 Income (loss) from operations (582) 162 206 Interest expense, net 212 180 179 Income (loss) before taxes (794) (18) 27 Income tax (benefit) (2,741) (1,608) (2,333) Net income (loss) 1,947 1,590 2,360 Less: Net income (loss) attributable to noncontrolling interest (246) (170) (104) Net income (loss) attributable to common stockholders 1 2,193 1,760 2,464 Depreciation and amortization 2 1,238 1,257 1,296 EBITDA 3 962 1,771 1,788 Xcede Loss Attributable to Dawn 4 (1,212) (839) (509) Adjusted EBITDA 5 2,174 2,610 2,297

8 DRAFT -- CONFIDENTIAL Key Financial Metrics 8 Source: Company filings and documents. 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 Fiscal YE 2013 Fiscal YE 2014 Fiscal YE 2015 Fiscal YE 2016 Fiscal YE 2017 Fiscal YE 2018 ($’000s) Radiation Monitoring Devices Hilger Dynasil Fused Silica Evaporated Metal Films Optometrics RMD Optics Revenue by Division EBITDA and EBITDA Margin 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% - 600 1,200 1,800 2,400 3,000 Fiscal YE 2017 Fiscal YE 2018 TTM Dec 2018 ($'000s) Adjusted EBITDA (Excludes Xcede Loss Attributable to Dawn) EBITDA Adjusted EBITDA Margin

9 DRAFT -- CONFIDENTIAL Historical Balance Sheets – As Reported 9 Sep 30, Dec 31, $'000s 2017 2018 2018 Assets Cash and equivalents 2,415 2,327 1,165 Accounts receivable, net of allowances 3,407 4,069 3,471 Unbilled receivables 1,317 1,214 1,245 Contract assets - 1 21 Inventories, net of reserves 4,326 4,106 4,492 Prepaid expenses and other current assets 973 664 801 Total Current Assets 12,438 12,381 11,195 Gross property, plant & equipment 16,993 19,127 19,256 Accumulated depreciation (9,961) (11,029) (11,300) Net property, plant & equipment 7,032 8,098 7,956 Intangible assets 987 755 718 Deferred tax asset 2,642 4,333 4,394 Goodwill 5,940 5,900 5,864 Long-term contract assets - 7 4 Security deposits 58 58 53 Total other assets 9,627 11,053 11,033 Total Assets 29,097 31,532 30,184 Sep 30, Dec 31, $'000s 2017 2018 2018 Liabilities Equipment line of credit - - 240 Current portion of long-term debt 2,007 1,246 1,253 Capital lease obligations, current portion 91 40 34 Convertible notes - - - Accounts payable 2,380 2,355 1,669 Contract liabilities 129 253 157 Accrued expenses and other liabilities 2,667 2,803 2,322 Total current liabilities 7,274 6,697 5,675 Long-term debt, net of current portion 1,045 2,075 1,898 Capital lease obligations, net of current portion 81 52 44 Deferred tax liability, net 234 205 199 Other long-term liabilities 38 175 178 Total long-term liabilities 1,398 2,507 2,319 Total liabilities 8,672 9,204 7,994 Common stock 9 9 9 Additional paid In capital 21,406 21,865 21,946 Accumulated OCI (loss) (539) (700) (841) Retained Earnings (919) 841 770 Treasury stock (986) (986) (986) Noncontrolling interest 1,454 1,299 1,292 Total equity 20,425 22,328 22,190 Total Liabilities And Equity 29,097 31,532 30,184 Source: Company filings and documents.

10 DRAFT -- CONFIDENTIAL Summary of Shareholders 10 Source: Company stockholder report as of April 17 , 2019 . Does not include stock option grant to Lawrence Fox for 95,602 shares, with a January 31, 2020 expiry and exercise price of $ 1.8 0. Shareholder Breakdown As of April 17, 2019 Name Stock Held % of Common Outstanding % Post Transaction Sulick, Peter (Chairman, President & CEO) 3,821,660 21.8% 23.7% Dunham, Craig T. (Independent Director) 2,057,172 11.7% 12.8% Kronfeld, David (Independent Director) 312,465 1.8% 1.9% Leonard, Thomas C. (Independent Director) 219,070 1.2% 1.4% Fox, Lawrence J. (Independent Director) 182,950 1.0% 1.1% Hagan III, William K. (Lead Director) 183,771 1.0% 1.1% Levine, Alan B. (Independent Director) 150,938 0.9% 0.9% Shah, Kanai (Management) 120,389 0.7% 0.7% Bishop, Gary (Management) 47,653 0.3% 0.2% Schulz, Paul (Management) 31,434 0.2% 0.2% Bowdring Jr., Robert Joseph (CFO) 67,558 0.4% 0.4% Parikh, Nimal (Management) 20,000 0.1% 0.1% Total Insider Holdings 7,215,060 41.1% 44.8% Entine Trust 1,396,325 8.0% 8.7% Christensen, Jon (Target 3 Fund) 811,223 4.6% 5.0% All Other Holdings 8,118,692 46.3% 41.4% Total Other Holdings 10,326,240 58.9% 55.2% Total 17,541,300 100.0% 16,093,247 Insider Holdings Other Holdings 21.8% 11.7% 7.6% 8.0% 4.6% 46.3% Sulick, Peter (Chairman, President & CEO) Dunham, Craig T. (Independent Director) Other Insiders Entine Trust Christensen, Jon (Target 3 Fund) Other

11 DRAFT -- CONFIDENTIAL Valuation Analysis 11

12 DRAFT -- CONFIDENTIAL Valuation Methods Considered 12 • Historical Valuation Approach: Mirus reviewed Dawn’s historical common equity trading prices and volumes, and historical Enterprise Value/Revenue, Enterprise Value/EBITDA, and Price/Book Value multiples • Public Companies Approach: Mirus reviewed select public companies and their implied valuation multiples • Transactions Approach: Mirus reviewed select merger and acquisition transactions and their implied valuation multiples • Premia Paid Approach: Mirus reviewed the implied premia paid in recent M&A transactions and reverse stock split transactions • Discounted Cash Flow Approach: Mirus conducted a DCF analysis utilizing the forecast developed by management • Buyout Approach: Mirus conducted a buyout analysis utilizing the forecast developed by management, assuming modest incremental leverage and adjustments for estimated costs incurred as a public company and estimated transaction costs • Liquidation Approach: a liquidation approach was considered but ultimately not used as the Company’s assets do not reflect the value of its anticipated future cash flows . Additionally, no recent appraisals were conducted on the Company’s material assets, and fair market value may vary significantly from book value

13 DRAFT -- CONFIDENTIAL 0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40 1.60 1.80 2.00 - 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 Apr 2018 Jun 2018 Jul 2018 Sep 2018 Nov 2018 Dec 2018 Feb 2019 Apr 2019 ($) (Shares) Dawn Share Volume (LHS) Dawn Closing Share Price (RHS) Nasdaq Non-Compliance Notice Results Announcements/Corporate Communications 13 Historical Valuation: LTM Price and Volumes Source: Capital IQ. 1) Volume bucketed by daily VWAP. 2) January 11, 2019, Daw n announces receipt of notice from Nasdaq regarding share price closing below $1.00 for 30 consecutive business days. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days from the date of the notice (July 8 , 2 019) to regain compliance by having the closing bid price exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 8, 2019. Intra - day 52 - Week Low $0.72 52 - Week High $1.60 Trailing 52 weeks as of April 17, 2019 Price Range Estimated Volume (K) 1 % of Total < $0.85 327 5% > $0.85 - $1.00 2,017 33% > $1.00 - $1.15 1,013 16% > $1.15 - $1.30 491 8% > $1.30 - $1.45 1,934 31% > $1.45 414 7% Total 6,195 100% April 17, 2018 - April 17, 2019Volume Weighted Average Price = $1.14 April 17, 2019 Close Price = $1.10 Close Sep 30, 2018 $1.29 Dec 31, 2018 $0.89 Apr 17, 2019 $1.10 Apr 24, 2019 $1.08 Low $0.76 High $1.53 2

14 DRAFT -- CONFIDENTIAL 14 Historical Valuation: Price and Price/Book Ratio Source: Capital IQ and company filings and documents. Price/Book Value calculated as each day’s Market Capitalization based o n t he closing price divided by the most recently preceding quarter end’s Book Value of Equity, not accounting for delay in financial reporting. For example, October 5, 2018 Book Value is as of filings for September 30, 2018 (FY 2018 10 - K filed on December 21, 2018). Trailing 2 years as of April 17, 2019 0.50 0.70 0.90 1.10 1.30 1.50 0.60 0.80 1.00 1.20 1.40 1.60 Apr 2017 Aug 2017 Jan 2018 May 2018 Oct 2018 Mar 2019 (x) ($) Closing Stock Price (LHS) Price/Book Value (RHS) P/B Sep 30, 2017 1.0x Sep 30, 2018 1.0x Dec 31, 2018 0.7x Apr 17, 2019 0.9x Low 0.6x Median 1.0x High 1.3x

15 DRAFT -- CONFIDENTIAL 0.0 4.0 8.0 12.0 16.0 20.0 0.0 0.2 0.4 0.6 0.8 1.0 Apr 2017 Aug 2017 Jan 2018 May 2018 Oct 2018 Mar 2019 (x) (x) EV/TTM Revenue (LHS) EV/Adj TTM EBITDA (RHS) 15 Historical Valuation: Enterprise Value Multiples Source: Capital IQ, company filings and documents. 1) Enterprise Value (EV) calculated as Market Capitalization plus Net Debt, less consolidated Xcede debt ($500k as of December 31, 2018). For each data point, Market Capitalization calculated daily, and the Debt values are based on each day’s most recent public financial filings, not taking into account d ela y in financial reporting. For example, October 5, 2018 EV is calculated as that day’s Market Capitalization, plus Net Debt less Xcede debt as of September 30, 2018 (FY 2018 10 - K filed on December 21, 2018). 2) Adjusted EBITDA calculated in accordance with methodology on slide 7. For each data point, Adjusted TTM EBITDA is based ea ch day’s most recent four quarters of public financial filings., not accounting for delay in filings (see footnote 1). For example, April 17, 2019 Adjusted TTM EBITDA is calculated as FY2018 + 1Q2019 – 1Q2018. Quarterly “ Xcede Loss Attributable to Dawn” was estimated using a proration of the annual numbers. For example for data point April 1, 2018, the “ Xcede Loss Attributable to Dawn” was calculated with the weightings (½ x Fiscal 2018 plus ½ x Fiscal 2017) . Trailing 2 years as of April 17, 2019 EV/Rev EV/Adj. EBITDA Oct 1, 2017 0.6x 10.1x Oct 1, 2018 0.6x 8.7x Jan 1 , 2019 0.4x 6.9x Apr 17, 2019 0.5x 9.1x Low 0.3x 4.9x Median 0.6x 9.4x High 0.7x 15.5x

16 DRAFT -- CONFIDENTIAL Historical Valuation: Summary 16 Note: Historical valuation statistics based on data over past 2 years. EV and Adjusted EBITDA calculated in accordance with m eth odology on pages 15 and 7 . Price/Book calculated in accordance with methodology on page 14. Stock history highs and lows based on intraday prices, quartiles based on closing prices. VWAP calculated as average of closing pr ice s over the respective period, weighted by each day’s trading volume. Low 1st Quartile VWAP 3rd Quartile High 52-Week Stock History $0.72 $1.02 $1.14 $1.35 $1.60 6-Month Stock History $0.72 $0.96 $0.97 $1.10 $1.25 3-Month Stock History $0.91 $1.00 $1.06 $1.06 $1.22 1-Month Stock History $0.91 $1.02 $1.12 $1.15 $1.22 1-Week Stock History $1.10 $1.13 $1.12 $1.16 $1.18 Historical Valuation Multiples Apr 17, 2019 Low 1st Quartile Median Mean 3rd Quartile High Dawn EV/Adj TTM EBITDA 9.1x 4.9x 7.0x 9.4x 9.5x 11.9x 15.5x Dawn EV/TTM Revenue 0.5x 0.3x 0.5x 0.6x 0.6x 0.6x 0.7x Dawn Price/Book Value 0.9x 0.6x 0.9x 1.0x 1.0x 1.1x 1.3x

17 DRAFT -- CONFIDENTIAL Selected Comparable Publicly Traded Companies 17 Source: Capital IQ. Market Capitalization as of April 17, 2019. Public Comp EBITDA as of each company’s four most recent quarters. Dawn shown for re ference, but not included in calculation of descriptive statistics for the comp set. Dawn EBITDA calculated in accordance with methodology on page 7. Dawn EV calculated in accordance with methodology on page 15. Company Market Capitalization ($MM) Enterprise Value ($MM) EBITDA ($MM) EBITDA Margin EV / EBITDA Dawn 19.2 21.0 2.3 6% 9.1x Amphenol Corporation (NYSE:APH) 31,001.1 33,327.3 1,987.7 24% 16.8x Applied Optoelectronics, Inc. (NasdaqGM:AAOI) 249.9 282.8 18.9 7% 14.9x AVX Corporation (NYSE:AVX) 3,122.8 2,269.0 361.7 20% 6.3x Belden Inc. (NYSE:BDC) 2,302.2 3,345.2 463.1 18% 7.2x Coherent, Inc. (NasdaqGS:COHR) 3,806.4 3,946.5 452.3 25% 8.7x Corning Incorporated (NYSE:GLW) 27,412.0 33,449.0 2,886.0 26% 11.6x FLIR Systems, Inc. (NasdaqGS:FLIR) 6,715.6 6,625.4 407.0 23% 16.3x II-VI Incorporated (NasdaqGS:IIVI) 2,608.0 2,883.1 249.6 20% 11.6x Intermolecular, Inc. (NasdaqGS:IMI) 53.7 23.3 0.8 2% 30.3x LightPath Technologies, Inc. (NasdaqCM:LPTH) 37.4 40.7 3.4 10% 11.9x Luna Innovations Incorporated (NasdaqCM:LUNA) 119.3 77.5 2.7 6% 28.7x Materion Corporation (NYSE:MTRN) 1,223.9 1,171.4 59.3 5% 19.7x Mistras Group, Inc. (NYSE:MG) 393.0 671.3 59.3 8% 11.3x OSI Systems, Inc. (NasdaqGS:OSIS) 1,569.5 1,877.8 148.8 13% 12.6x Perceptron, Inc. (NasdaqGM:PRCP) 71.8 63.9 7.5 9% 8.5x Raytheon Company (NYSE:RTN) 50,630.5 52,488.5 3,801.0 14% 13.8x Rogers Corporation (NYSE:ROG) 3,122.9 3,188.7 164.4 19% 19.4x The LGL Group, Inc. (AMEX:LGL) 32.8 13.5 1.9 8% 7.0x Veeco Instruments Inc. (NasdaqGS:VECO) 613.9 640.8 20.9 4% 30.7x Vishay Intertechnology, Inc. (NYSE:VSH) 2,941.2 2,673.7 631.6 21% 4.2x Low 4.2x 1st Quartile 8.7x Median 12.2x Mean 14.6x 3rd Quartile 17.4x High 30.7x

18 DRAFT -- CONFIDENTIAL Selected Comparable Publicly Traded Companies: Implied Valuation 18 Sample Calculation Value A = Median EV/TTM EBITDA of Public Comp Set (as of Apr 17, 2019) 12.2x B = Dawn’s Adjusted TTM EBITDA 2 $2.3 MM C = A x B = Dawn’s Implied Enterprise Value (as of Apr 17, 2019) $28.1MM D = Dawn’s Cash Balance (as of Dec 31, 2018) $1.2MM E = Dawn’s Debt Balance (as of Dec 31, 2018, excluding $500k consolidated Xcede note) $3.0MM F = C + D – E Dawn’s Implied Equity Value (as of Apr 17, 2019) $26.3MM G = Dawn’s Common Equity Shares Outstanding (as of January 3, 2019) 17.4MM H = F ÷ G Dawn’s Implied Price per Share (as of April 17, 2019) $1.51 Source: Capital IQ, Company filing s and documents. Excludes transaction costs. 1) Public Company Multiples calculated on page 17. 2) Calculated in accordance with methodology on page 7. Public Company Multiples Low 1st Quartile Median Mean 3rd Quartile High EV/TTM EBITDA 1 4.2x 8.7x 12.2x 14.6x 17.4x 30.7x Implied Dawn Price per Share $0.45 $1.04 $1.51 $1.82 $2.19 $3.94

19 DRAFT -- CONFIDENTIAL Selected Comparable Transactions and Implied Valuation 19 Source: Capital IQ, Company filing s and documents. 1) Target’s EBITDA for the four most recent quarters before the transaction was announced. 2) Calculated in accordance with methodology on page 18. Excludes transaction costs. Target Acquirer Announcement Date Status Percent Sought Transaction Value ($MM) Implied Enterprise Value ($MM) EBITDA ($MM) 1 EV / EBITDA CoAdna Holdings, Inc. II-VI Incorporated 3/26/2018 Closed 100.0% 44.9 44.9 1.7 26.4x Anaren, Inc. TTM Technologies, Inc. 12/4/2017 Closed 100.0% 940.7 940.7 43.4 21.7x ISP Optics Corp. LightPath Technologies, Inc. 8/8/2016 Closed 100.0% 18.0 18.0 3.1 5.8x Rofin-Sinar Technologies Inc. Coherent, Inc. 3/16/2016 Closed 100.0% 782.5 782.5 73.3 10.7x API Technologies Corp. J.F. Lehman & Company, Inc. 2/29/2016 Closed 100.0% 306.7 306.7 20.2 15.2x Newport Corp. MKS Instruments, Inc. 2/23/2016 Closed 100.0% 1,003.4 1,003.4 77.2 13.0x Low 5.8x 1st Quartile 11.3x Median 14.1x Mean 15.5x 3rd Quartile 20.1x High 26.4x Transaction Multiples Low 1st Quartile Median Mean 3rd Quartile High EV/TTM EBITDA 5.8x 11.3x 14.1x 15.5x 20.1x 26.4x Implied Dawn Price per Share 2 $0.66 $1.38 $1.75 $1.93 $2.54 $3.38

20 DRAFT -- CONFIDENTIAL Premia Paid: Statistics and Implied Valuation 20 Mirus reviewed 255 merger and acquisition and going dark reverse stock split transactions closed between January 1, 2016 and April 17, 2019 with transaction value less than $250 million • Excludes M&A transactions in which less than 90% of the business was acquired • Excludes outliers with target stock premiums above 300% or below - 20% Source: Capital IQ. Excludes transaction costs. Sample Calculation Value A = Median Premia Paid in M&A and Going Dark Reverse Stock Split Transactions Relative to Price on Day Prior to Announcement (255 transactions from Jan 1, 2016 – Apr 17, 2019) 33% B = Dawn’s Prior Day Stock Price per Share (as of April 17, 2019) $1.10 C = (1 + A) x B = Dawn’s Implied Price per Share in a Transaction (as of April 18, 2019) $1.46 Premia Paid Statistics Low 1st Quartile Median Mean 3rd Quartile High 1-Day Prior (12%) 17% 33% 43% 57% 251% 1-Week Prior (18%) 18% 34% 43% 56% 251% 30-Days Prior (17%) 19% 34% 44% 61% 198% Implied Dawn Price per Share Dawn Low 1st Quartile Median Mean 3rd Quartile High 1-Day Prior (vs. Apr 17, 2019) $1.10 $0.97 $1.29 $1.46 $1.57 $1.72 $3.86 1-Week Prior (vs. Apr 10, 2019) $1.16 $0.95 $1.37 $1.55 $1.66 $1.81 $4.07 30-Days Prior (vs. Mar 18, 2019) $0.97 $0.81 $1.15 $1.30 $1.40 $1.56 $2.89

21 DRAFT -- CONFIDENTIAL Management Forecast Fiscal Year Ended September 30, $ Millions 2020 2021 2022 2023 Revenue 43.2 43.8 44.7 45.6 Gross Profit 17.2 17.4 17.7 18.1 EBITDA 2.5 2.5 2.5 2.5 Discounted Cash Flow: Forecast and Implied Valuations 21 • Mirus conducted a DCF analysis utilizing the forecast developed by management • A range of WACC’s were considered, based on the estimated cost of capital for Dawn • A range of terminal EBITDA multiples were considered, based on Dawn’s historic trading multiples Source: Management forecast. Excludes transaction costs. Implied Dawn Price per Share Terminal EV/EBITDA Multiple WACC 8.0x 9.0x 10.0x 11.0x Low High 12.0% $0.81 $0.91 $1.01 $1.10 $0.76 $1.10 13.0% $0.78 $0.88 $0.97 $1.07 14.0% $0.76 $0.85 $0.94 $1.03

22 DRAFT -- CONFIDENTIAL Implied Dawn Price per Share 3 Terminal EV/EBITDA Multiple Equity IRR 8.0x 9.0x 10.0x 11.0x Low High 16.0% $1.03 $1.14 $1.25 $1.36 $0.98 $1.36 17.0% $1.00 $1.11 $1.22 $1.32 18.0% $0.98 $1.08 $1.18 $1.29 Buyout: Forecast and Implied Valuations 22 • Mirus conducted a Buyout analysis utilizing the forecast developed by management including an adjustment for estimated public company costs and an estimate of transaction costs • A range of Equity IRR’s were considered, based on an increase in leverage to 1.5x Adjusted FY2020 EBITDA • A range of terminal EBITDA multiples were considered, based on Dawn’s historic trading multiples Source: Management forecast. 1) Before transaction costs. Calculated in accordance with methodology on page 7. 2) Cost savings estimated by management, including legal and audit costs related to public filings. 3) Includes transaction costs. Management Forecast Fiscal Year Ended September 30, $ Millions 2020 2021 2022 2023 Revenue 43.2 43.8 44.7 45.6 Gross Profit 17.2 17.4 17.7 18.1 Unadjusted EBITDA 1 2.5 2.5 2.5 2.5 Plus: Public Company Costs 2 0.7 0.9 0.9 0.9 Adjusted EBITDA 1 3.2 3.4 3.4 3.5

23 DRAFT -- CONFIDENTIAL Summary Range of Value Per Share 23 1) For Trading Range data points, median represents VWAP. Low 3 rd Quartile 1 st Quartile High Legend: Low 1st Quartile Median 1 3rd Quartile High $0.72 $1.02 $1.14 $1.35 $1.60 $0.72 $0.96 $0.97 $1.10 $1.25 $0.91 $1.00 $1.06 $1.06 $1.22 $0.91 $1.02 $1.12 $1.15 $1.22 $1.10 $1.13 $1.12 $1.16 $1.18 $0.45 $1.04 $1.51 $2.19 $3.94 $0.66 $1.38 $1.75 $2.54 $3.38 $0.97 $1.29 $1.46 $1.72 $3.86 $0.95 $1.37 $1.55 $1.81 $4.07 $0.81 $1.15 $1.30 $1.56 $2.89 $0.76 $1.10 $0.95 $1.33 $0.98 $1.36 $1.15

EX-99.(C)(IV)

Exhibit (c)(iv)

1 DRAFT -- CONFIDENTIAL May 1, 2019 Project Midnight Presentation prepared for the Board of Directors

2 DRAFT -- CONFIDENTIAL Disclaimer 2 • Mirus Capital Advisors (“Mirus”) has relied upon and assumed the accuracy and completeness of all information that was public ly available or provided to us by the Company, and has not independently verified such information. • Mirus has not conducted any valuation or appraisal of any assets or liabilities. • We have assumed that financial analyses and forecasts have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations of the Company. • We are not legal, regulatory or tax experts and have relied on the assessments made by the Company and its advisors with resp ect to such issues. • Our opinion is based on economic, market and other conditions as in effect on, and the information made available to us as of , t he date of this Presentation. • We have not acted as financial advisor to the Company with respect to the proposed Transaction, and we will not receive any compensation that is contingent upon the successful completion of the Transaction. Mirus has provided advisory services to t he Special Committee related to our opinion work, including a review and analysis of precedent transactions, advice with respect to the cash - out value for fractional shares resulting from the reverse stock split and a draft of the summary of our analysis. The Company has agreed to indemnify us for certain liabilities arising out of our engagement, including liabilities arising under th e Federal securities laws. • This Presentation is not intended to represent an opinion, but rather to serve as discussion materials for the Board to revie w a nd as a basis upon which Mirus may render its opinion. This Presentation does not address the underlying business decision by th e Company to pursue, consider or approve a transaction involving the Company, and this Presentation does not constitute a recommendation to the Company, the Board, or any other person or entity as to any specific action that should be taken (or omitted to be taken) in connection with a transaction involving the Company or as to any strategic or financial alternatives to a proposed transaction or the timing thereof.

3 DRAFT -- CONFIDENTIAL Diligence Process 3 In conducting our analyses, we have reviewed and analyzed, among other things, the following: • The financial terms and conditions of the Transaction, including the description thereof contained in the draft proxy stateme nt provided to us on April 29, 2019; • Certain publicly available business and financial information relating to the Company that we deemed to be relevant, includin g t he annual reports on Form 10 - K filed by the Company for the years ended September 30, 2016, 2017, and 2018 and the quarterly reports on Form 10 - Q for the three month periods ending December 31, 2017, March 31, 2018, June 30, 2018 and December 31, 2018; • Certain non - public historical financial statements and other non - public historical financial and operating data relating to the Company prepared and furnished to us by the management of the Company; • Certain non - public projected financial and operating data relating to the Company prepared and furnished to us by the management of the Company; and • The reported prices and the historical trading activity of the Company’s Common Stock. In addition, we held discussions with management with regard to the Company’s historical performance, current position and pr osp ects, including the their views on the risk and uncertainties of achieving projections.

4 DRAFT -- CONFIDENTIAL Disclosure 4 • Other than the March 22, 2019 engagement letter, there are no existing material relationships involving the payment or receip t of compensation between Mirus and any party to the Transaction during the last two years. Mirus may provide financial or othe r services to the Company in the future and in connection with any such services Mirus may receive compensation. • Mirus has not independently verified any information that formed a substantial basis for the Opinion. • The Opinion was approved and authorized for issuance by Mirus’s Fairness Opinion Committee. • We express no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of an y party to the proposed Transaction, or any class of such persons, relative to the Consideration to be received by the Stockhol der s or with respect to the fairness of any such compensation.

5 DRAFT -- CONFIDENTIAL Agenda 5 • Transaction and Engagement Overview • Dawn Financial Overview • Valuation Analysis

6 DRAFT -- CONFIDENTIAL Transaction and Engagement Overview 6

7 DRAFT -- CONFIDENTIAL Transaction and Engagement Overview 7 • The Board of Directors of Dawn (the “Company”, or “Dawn”) is considering executing a 1 - for - 8,000 reverse stock split of the Company’s common stock, which would then be immediately followed by an 8,000 - for - 1 stock split thereof (the “Transaction”). • The Company does not intend to issue any fractional shares in the Transaction. Rather, instead of being issued fractional shares, each Stockholder owning less than 8,000 shares of Common Stock before the Transaction (but not those holding 8,000 or more) would receive from the Company a cash payment for each share of Common Stock held by such stockholder as of immediately prior to the effectiveness of the Transaction. The Company is considering a cash payment in the amount of $1.15 per share. • Dawn is considering the Transaction due in part to the significant costs associated with being a reporting company. • The Transaction is intended to reduce the number of Stockholders to fewer than 300, which, subject to additional documentation and procedures, would make the Company eligible to file a Form 15 with the SEC and terminate its registration obligations under the Exchange Act. • Mirus has been engaged to provide an opinion (the “Opinion”) to the Board of Directors as to whether, as of the date of the Opinion, the cash consideration to be paid to those stockholders receiving the cash consideration is fair, from a financial point of view, to the unaffiliated stockholders.

8 DRAFT -- CONFIDENTIAL Dawn Financial Overview 8

9 DRAFT -- CONFIDENTIAL Historical Income Statements 9 Source: Company filings. 1) Net income (loss) as reported in company filings. 2) Includes the 83% of Xcede depreciation and amortization not attributable to non controlling interest 3) EBITDA calculated as Gross Profit less Sales and marketing, Research and development, and General and administrative expenses , l ess Net income attributable to non controlling interest, plus Depreciation and amortization. 4) Source: Company documents. Excludes Depreciation and amortization expense from Xcede, which is incorporated into “Depreciatio n a nd amortization” per footnote 2. 5) Adjusted EBITDA calculated as EBITDA less the Xcede loss attributable to Dawn (83% consolidation, net of portion attributable to non controlling interest). Fiscal YE Sep 30, TTM Dec 31, $'000s 2017 2018 2018 Net revenue 37,284 40,681 41,520 Cost of revenue 23,386 25,445 26,167 Gross profit 13,898 15,236 15,353 Gross margin 37% 37% 37% Sales and marketing 1,152 1,336 1,455 Research and development 903 823 692 General and administrative 12,365 12,733 12,818 (Gain) loss on sale of assets 60 - - Impairment of long-lived assets - 182 182 Total operating expenses 14,480 15,074 15,147 Income (loss) from operations (582) 162 206 Interest expense, net 212 180 179 Income (loss) before taxes (794) (18) 27 Income tax (benefit) (2,741) (1,608) (2,333) Net income (loss) 1,947 1,590 2,360 Less: Net income (loss) attributable to noncontrolling interest (246) (170) (104) Net income (loss) attributable to common stockholders 1 2,193 1,760 2,464 Depreciation and amortization 2 1,238 1,257 1,296 EBITDA 3 962 1,771 1,788 Xcede Loss Attributable to Dawn 4 (1,212) (839) (509) Adjusted EBITDA 5 2,174 2,610 2,297

10 DRAFT -- CONFIDENTIAL Key Financial Metrics 10 Source: Company filings and documents. 0 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 Fiscal YE 2013 Fiscal YE 2014 Fiscal YE 2015 Fiscal YE 2016 Fiscal YE 2017 Fiscal YE 2018 ($’000s) Radiation Monitoring Devices Hilger Dynasil Fused Silica Evaporated Metal Films Optometrics RMD Optics Revenue by Division EBITDA and EBITDA Margin 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% - 600 1,200 1,800 2,400 3,000 Fiscal YE 2017 Fiscal YE 2018 TTM Dec 2018 ($'000s) Adjusted EBITDA (Excludes Xcede Loss Attributable to Dawn) EBITDA Adjusted EBITDA Margin

11 DRAFT -- CONFIDENTIAL Sep 30, Dec 31, $'000s 2017 2018 2018 Assets Cash and equivalents 2,415 2,327 1,165 Accounts receivable, net of allowances 3,407 4,069 3,471 Unbilled receivables 1,317 1,214 1,245 Contract assets - 1 21 Inventories, net of reserves 4,326 4,106 4,492 Prepaid expenses and other current assets 973 664 801 Total Current Assets 12,438 12,381 11,195 Gross property, plant & equipment 16,993 19,127 19,256 Accumulated depreciation (9,961) (11,029) (11,300) Net property, plant & equipment 7,032 8,098 7,956 Intangible assets 987 755 718 Deferred tax asset 2,642 4,333 4,394 Goodwill 5,940 5,900 5,864 Long-term contract assets - 7 4 Security deposits 58 58 53 Total other assets 9,627 11,053 11,033 Total Assets 29,097 31,532 30,184 Historical Balance Sheets – As Reported 11 Source: Company filings and documents. Sep 30, Dec 31, $'000s 2017 2018 2018 Liabilities Equipment line of credit - - 240 Current portion of long-term debt 2,007 1,246 1,253 Capital lease obligations, current portion 91 40 34 Convertible notes - - - Accounts payable 2,380 2,355 1,669 Contract liabilities 129 253 157 Accrued expenses and other liabilities 2,667 2,803 2,322 Total current liabilities 7,274 6,697 5,675 Long-term debt, net of current portion 1,045 2,075 1,898 Capital lease obligations, net of current portion 81 52 44 Deferred tax liability, net 234 205 199 Other long-term liabilities 38 175 178 Total long-term liabilities 1,398 2,507 2,319 Total liabilities 8,672 9,204 7,994 Common stock 9 9 9 Additional paid In capital 21,406 21,865 21,946 Accumulated OCI (loss) (539) (700) (841) Retained Earnings (919) 841 770 Treasury stock (986) (986) (986) Noncontrolling interest 1,454 1,299 1,292 Total equity 20,425 22,328 22,190 Total Liabilities And Equity 29,097 31,532 30,184

12 DRAFT -- CONFIDENTIAL Name Stock Held % of Common Outstanding % Post Transaction Sulick, Peter (Chairman, President & CEO) 3,821,660 21.8% 23.7% Dunham, Craig T. (Independent Director) 2,057,172 11.7% 12.8% Kronfeld, David (Independent Director) 312,465 1.8% 1.9% Leonard, Thomas C. (Independent Director) 219,070 1.2% 1.4% Fox, Lawrence J. (Independent Director) 182,950 1.0% 1.1% Hagan III, William K. (Lead Director) 183,771 1.0% 1.1% Levine, Alan B. (Independent Director) 150,938 0.9% 0.9% Shah, Kanai (Management) 120,389 0.7% 0.7% Bishop, Gary (Management) 47,653 0.3% 0.2% Schulz, Paul (Management) 31,434 0.2% 0.2% Bowdring Jr., Robert Joseph (CFO) 67,558 0.4% 0.4% Parikh, Nimal (Management) 20,000 0.1% 0.1% Total Insider Holdings 7,215,060 41.1% 44.8% Entine Trust 1,396,325 8.0% 8.7% Christensen, Jon (Target 3 Fund) 811,223 4.6% 5.0% All Other Holdings 8,118,692 46.3% 41.4% Total Other Holdings 10,326,240 58.9% 55.2% Total 17,541,300 100.0% 16,093,247 Insider Holdings Other Holdings Summary of Stockholders 12 Source: Company stockholder report as of April 17 , 2019 . Does not include Treasury stock or stock option grant to Lawrence Fox for 95,602 shares, with a January 31, 2020 expiry and e xer cise price of $1.80. % Post Transaction Ownership assumes 1 - for - 8,000 reverse stock split, followed by a reciprocal 8,000 - for - 1 stock split. Stockholder Breakdown As of April 17, 2019 and pro forma for the Transaction 21.8% 11.7% 7.6% 8.0% 4.6% 46.3% Sulick, Peter (Chairman, President & CEO) Dunham, Craig T. (Independent Director) Other Insiders Entine Trust Christensen, Jon (Target 3 Fund) Other

13 DRAFT -- CONFIDENTIAL Valuation Analysis 13

14 DRAFT -- CONFIDENTIAL Valuation Methods Considered 14 • Mirus’s analyses are based upon a review of the Company’s public filings, historical financial data, and other qualitative and quanti ta tive factors. Mirus utilized several valuation methods – described below – to determine a range of values to analyze the value of Daw n. • Mirus did not form a conclusion solely based on any individual analysis to support an opinion as to the fairness, from a fina nci al point of view, of the Transaction to the unaffiliated stockholders. Mirus did not apply any particular weight on any individual analys is, but instead formed a conclusion based upon all analyses taken as a whole. Accordingly, the analyses must be considered as a whole. Valuation methods considered: • Historical Valuation Approach: Mirus reviewed Dawn’s historical common stock trading prices and volumes, and historical Enterprise Value/Revenue, Enterprise Value/EBITDA, and Price/Book Value multiples. • Public Companies Approach: Mirus reviewed select public companies and their implied valuation multiples. • Transactions Approach: Mirus reviewed select merger and acquisition transactions and their implied valuation multiples. • Premia Paid Approach: Mirus reviewed the implied premia paid in recent M&A transactions and reverse stock split transactions. • Discounted Cash Flow Approach: Mirus conducted a DCF analysis utilizing the forecast developed by management. • Buyout Approach: Mirus conducted a buyout analysis utilizing the forecast developed by management, assuming modest incremental leverage and adjustments for estimated costs incurred as a public company and estimated transaction costs. • Liquidation Approach: a liquidation approach was considered but ultimately not used as the book value of the Company’s assets do not necessarily reflect the value of its anticipated future cash flows . Additionally, no recent appraisals were conducted on the Company’s material assets, and fair market value may vary significantly from book value.

15 DRAFT -- CONFIDENTIAL Price Range Estimated Volume (K) 1 % of Total < $0.85 327 5% > $0.85 - $1.00 2,017 33% > $1.00 - $1.15 1,113 18% > $1.15 - $1.30 455 7% > $1.30 - $1.45 2,078 34% > $1.45 182 3% Total 6,171 100% April 26, 2018 - April 26, 201952-Week Volume Weighted Average Price = $1.14 April 26, 2019 Close Price = $1.09 0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40 1.60 1.80 2.00 - 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 500,000 Apr 2018 Jul 2018 Sep 2018 Nov 2018 Jan 2019 Apr 2019 ($) (Shares) Dawn Share Volume (LHS) Dawn Closing Share Price (RHS) Listing/Trading Related Results Announcements/Corporate Communications Insider Trades 15 Historical Valuation: LTM Price and Volumes Source: Capital IQ. 1) Volume bucketed by daily VWAP. 2) January 11, 2019, Daw n announces receipt of notice from Nasdaq regarding share price closing below $1.00 for 30 consecutive business days. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days from the date of the notice (July 8 , 2 019) to regain compliance by having the closing bid price exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 8, 2019. Intra - day 52 - Week Low $0.72 52 - Week High $1.60 Trailing 52 weeks as of April 26, 2019 Close Sep 30, 2018 $1.29 Dec 31, 2018 $0.89 Apr 26, 2019 $1.09 Low $0.76 High $1.53 2

16 DRAFT -- CONFIDENTIAL 0.50 0.70 0.90 1.10 1.30 1.50 0.60 0.80 1.00 1.20 1.40 1.60 Apr 2017 Aug 2017 Nov 2017 Feb 2018 Jun 2018 Sep 2018 Dec 2018 Apr 2019 (x) ($) Closing Stock Price (LHS) Price/Book Value (RHS) 16 Historical Valuation: Price and Price/Book Ratio Source: Capital IQ and company filings and documents. Price/Book Value calculated as each day’s Market Capitalization based o n t he closing price divided by the most recently preceding quarter end’s Book Value of Equity, not accounting for delay in financial reporting. For example, October 5, 2018 Book Value is as of filings for September 30, 2018 (FY 2018 10 - K filed on December 21, 2018). Trailing 2 years as of April 26, 2019 P/B Oct 1, 2017 1.0x Oct 1, 2018 1.0x Jan 1 , 2019 0.7x Apr 26, 2019 0.9x Low 0.6x Median 1.0x High 1.3x

17 DRAFT -- CONFIDENTIAL 17 Historical Valuation: Enterprise Value Multiples Source: Capital IQ, company filings and documents. 1) Enterprise Value (EV) calculated as Market Capitalization plus Net Debt, less consolidated Xcede debt ($500k as of December 31, 2018). For each data point, Ma rke t Capitalization calculated daily, and the Debt values are based on each day’s most recent public financial filings, not taking into account d ela y in financial reporting. For example, October 5, 2018 EV is calculated as that day’s Market Capitalization, plus Net Debt less Xcede debt as of September 30, 2018 (FY 2018 10 - K filed on De cember 21, 2018). 2) Adjusted EBITDA calculated in accordance with methodology on page 9. For each data point, Adjusted TTM EBITDA is based eac h d ay’s most recent four quarters of public financial filings., not accounting for delay in filings (see footnote 1). For example, April 26, 2019 Adjusted TTM EBITDA is calculated as FY2018 + 1Q2019 – 1Q2018. Quarterly “Xcede Loss Attributable to Dawn” was estimated using a proration of the annual numbers. For example for data point April 1, 2018, the “Xcede Loss Attrib uta ble to Dawn” was calculated with the weightings (½ x Fiscal 2018 plus ½ x Fiscal 2017) . Trailing 2 years as of April 26, 2019 0.0 4.0 8.0 12.0 16.0 20.0 0.0 0.2 0.4 0.6 0.8 1.0 Apr 2017 Aug 2017 Nov 2017 Feb 2018 Jun 2018 Sep 2018 Dec 2018 Apr 2019 (x) (x) EV/TTM Revenue (LHS) EV/Adj TTM EBITDA (RHS) EV/Rev EV/Adj. EBITDA Oct 1, 2017 0.6x 10.1x Oct 1, 2018 0.6x 8.7x Jan 1 , 2019 0.4x 6.8x Apr 26, 2019 0.5x 9.1x Low 0.3x 4.9x Median 0.6x 9.5x High 0.7x 15.5x

18 DRAFT -- CONFIDENTIAL Historical Valuation Multiples Apr 26, 2019 Low 1st Quartile Median Mean 3rd Quartile High Dawn EV/Adj TTM EBITDA 9.1x 4.9x 7.0x 9.5x 9.6x 11.8x 15.5x Dawn EV/TTM Revenue 0.5x 0.3x 0.5x 0.6x 0.6x 0.6x 0.7x Dawn Price/Book Value 0.9x 0.6x 0.9x 1.0x 1.0x 1.1x 1.3x Low 1st Quartile VWAP 3rd Quartile High 52-Week Stock History $0.72 $1.02 $1.14 $1.35 $1.60 6-Month Stock History $0.72 $0.96 $0.97 $1.08 $1.22 3-Month Stock History $0.91 $1.00 $1.05 $1.09 $1.22 1-Month Stock History $1.00 $1.09 $1.11 $1.16 $1.22 1-Week Stock History $1.07 $1.09 $1.10 $1.11 $1.17 Historical Valuation: Summary 18 Note: Historical valuation statistics based on data over past 2 years. EV and Adjusted EBITDA calculated in accordance with m eth odology on pages 17 and 9 . Price/Book calculated in accordance with methodology on page 16. Stock history highs and lows based on intraday prices, quartiles based on closing prices. VWAP calculated as average of each day’s VW AP over the respective period, weighted by each day’s trading volume.

19 DRAFT -- CONFIDENTIAL Selected Comparable Publicly Traded Companies 19 Source: Capital IQ. Market Capitalization as of April 26, 2019. Public Comp EBITDA as of each company’s four most recent quarters. Dawn shown for re ference, but not included in calculation of descriptive statistics for the comp set. Dawn EBITDA calculated in accordance with methodology on page 9. Dawn EV calculated in accordance with methodology on page 17. Company Market Capitalization ($MM) Enterprise Value ($MM) EBITDA ($MM) EBITDA Margin EV / EBITDA Dawn 19.0 20.8 2.3 6% 9.1x Amphenol Corporation (NYSE:APH) 29,787.6 32,588.2 2,028.6 24% 16.1x Applied Optoelectronics, Inc. (NasdaqGM:AAOI) 250.2 283.1 18.9 7% 15.0x AVX Corporation (NYSE:AVX) 2,790.3 1,977.1 406.5 23% 4.9x Belden Inc. (NYSE:BDC) 2,169.7 3,212.7 463.1 18% 6.9x Coherent, Inc. (NasdaqGS:COHR) 3,750.7 3,890.8 452.3 25% 8.6x Corning Incorporated (NYSE:GLW) 26,422.6 32,459.6 2,886.0 26% 11.2x FLIR Systems, Inc. (NasdaqGS:FLIR) 6,988.2 7,473.1 422.1 24% 17.7x II-VI Incorporated (NasdaqGS:IIVI) 2,480.6 2,755.7 249.6 20% 11.0x Intermolecular, Inc. (NasdaqGS:IMI) 53.7 23.3 0.8 2% 30.3x LightPath Technologies, Inc. (NasdaqCM:LPTH) 38.5 41.8 3.4 10% 12.2x Luna Innovations Incorporated (NasdaqCM:LUNA) 123.5 81.7 2.7 6% 30.3x Materion Corporation (NYSE:MTRN) 1,170.7 1,118.1 59.3 5% 18.8x Mistras Group, Inc. (NYSE:MG) 386.2 664.4 59.3 8% 11.2x OSI Systems, Inc. (NasdaqGS:OSIS) 1,602.8 1,911.1 148.8 13% 12.8x Perceptron, Inc. (NasdaqGM:PRCP) 70.7 62.7 7.5 9% 8.4x Raytheon Company (NYSE:RTN) 49,657.5 53,704.5 3,936.0 14% 13.6x Rogers Corporation (NYSE:ROG) 3,089.9 3,155.7 164.4 19% 19.2x The LGL Group, Inc. (AMEX:LGL) 34.5 15.2 1.9 8% 7.9x Veeco Instruments Inc. (NasdaqGS:VECO) 596.1 623.0 20.9 4% 29.9x Vishay Intertechnology, Inc. (NYSE:VSH) 2,811.3 2,543.8 631.6 21% 4.0x Low 4.0x 1st Quartile 8.5x Median 12.5x Mean 14.5x 3rd Quartile 18.0x High 30.3x

20 DRAFT -- CONFIDENTIAL Public Company Multiples Low 1st Quartile Median Mean 3rd Quartile High EV/TTM EBITDA 1 4.0x 8.5x 12.5x 14.5x 18.0x 30.3x Implied Dawn Price per Share $0.42 $1.02 $1.54 $1.80 $2.25 $3.87 Selected Comparable Publicly Traded Companies: Implied Valuation 20 Sample Calculation Value A = Median EV/TTM EBITDA of Public Comp Set (as of Apr 26, 2019) 12.5x B = Dawn’s Adjusted TTM EBITDA 2 $2.3 MM C = A x B = Dawn’s Implied Enterprise Value (as of Apr 26, 2019) $28.7MM D = Dawn’s Cash Balance (as of Dec 31, 2018) $1.2MM E = Dawn’s Debt Balance (as of Dec 31, 2018, excluding $500k consolidated Xcede note) $3.0MM F = C + D – E Dawn’s Implied Equity Value (as of Apr 26, 2019) $26.9MM G = Dawn’s Common Equity Shares Outstanding (as of Apr 17, 2019) 17.5MM H = F ÷ G Dawn’s Implied Price per Share (as of April 26, 2019) $1.54 Source: Capital IQ, Company filings and documents. Excludes transaction costs. 1) Public Company Multiples calculated on page 19. 2) Calculated in accordance with methodology on page 9.

21 DRAFT -- CONFIDENTIAL Transaction Multiples Low 1st Quartile Median Mean 3rd Quartile High EV/TTM EBITDA 5.8x 11.3x 14.1x 15.5x 20.1x 26.4x Implied Dawn Price per Share 2 $0.66 $1.37 $1.74 $1.92 $2.52 $3.36 Selected Comparable Transactions and Implied Valuation 21 Source: Capital IQ, Company filings and documents. 1) Target’s EBITDA for the four most recent quarters before the transaction was announced. 2) Calculated in accordance with methodology on page 20. Excludes transaction costs. Target Acquirer Announcement Date Status Percent Sought Transaction Value ($MM) Implied Enterprise Value ($MM) EBITDA ($MM) 1 EV / EBITDA CoAdna Holdings, Inc. II-VI Incorporated 3/26/2018 Closed 100.0% 44.9 44.9 1.7 26.4x Anaren, Inc. TTM Technologies, Inc. 12/4/2017 Closed 100.0% 940.7 940.7 43.4 21.7x ISP Optics Corp. LightPath Technologies, Inc. 8/8/2016 Closed 100.0% 18.0 18.0 3.1 5.8x Rofin-Sinar Technologies Inc. Coherent, Inc. 3/16/2016 Closed 100.0% 782.5 782.5 73.3 10.7x API Technologies Corp. J.F. Lehman & Company, Inc. 2/29/2016 Closed 100.0% 306.7 306.7 20.2 15.2x Newport Corp. MKS Instruments, Inc. 2/23/2016 Closed 100.0% 1,003.4 1,003.4 77.2 13.0x Low 5.8x 1st Quartile 11.3x Median 14.1x Mean 15.5x 3rd Quartile 20.1x High 26.4x

22 DRAFT -- CONFIDENTIAL Premia Paid Statistics Low 1st Quartile Median Mean 3rd Quartile High 1-Day Prior (12%) 17% 34% 43% 56% 251% 1-Week Prior (18%) 18% 34% 43% 56% 251% 30-Days Prior (17%) 19% 34% 44% 60% 198% Implied Dawn Price per Share Dawn Low 1st Quartile Median Mean 3rd Quartile High 1-Day Prior (vs. Apr 26, 2019) $1.09 $0.96 $1.28 $1.46 $1.56 $1.70 $3.83 1-Week Prior (vs. Apr 18, 2019) $1.09 $0.89 $1.29 $1.46 $1.56 $1.70 $3.83 30-Days Prior (vs. Mar 26, 2019) $1.02 $0.85 $1.21 $1.36 $1.47 $1.63 $3.04 Premia Paid: Statistics and Implied Valuation 22 Mirus reviewed 257 merger and acquisition and going dark reverse stock split transactions closed between January 1, 2016 and April 26, 2019 with transaction value less than $250 million • Excludes M&A transactions in which less than 90% of the business was acquired • Excludes outliers with target stock premiums above 300% or below - 20% Source: Capital IQ. Excludes transaction costs. Sample Calculation Value A = Median Premia Paid in M&A and Going Dark Reverse Stock Split Transactions Relative to Price on Day Prior to Announcement (257 transactions from Jan 1, 2016 – Apr 26, 2019) 33% B = Dawn’s Prior Day Stock Price per Share (as of April 26, 2019) $1.09 C = (1 + A) x B = Dawn’s Implied Price per Share in a Transaction (as of April 29, 2019) $1.46

23 DRAFT -- CONFIDENTIAL Implied Dawn Price per Share Terminal EV/EBITDA Multiple WACC 8.0x 9.0x 10.0x 11.0x Low High 12.0% $0.80 $0.90 $1.00 $1.10 $0.75 $1.10 13.0% $0.78 $0.87 $0.97 $1.06 14.0% $0.75 $0.84 $0.94 $1.03 Management Forecast Fiscal Year Ended September 30, $ Millions 2020 2021 2022 2023 Revenue 43.2 43.8 44.7 45.6 Gross Profit 17.2 17.4 17.7 18.1 EBITDA 2.5 2.5 2.5 2.5 Discounted Cash Flow: Forecast and Implied Valuations 23 • Mirus conducted a DCF analysis utilizing the forecast developed by management • A range of WACCs were considered, based on the estimated cost of capital for Dawn • A range of terminal EBITDA multiples were considered, based on Dawn’s historic trading multiples Source: Management forecast. Excludes transaction costs.

24 DRAFT -- CONFIDENTIAL Implied Dawn Price per Share 3 Terminal EV/EBITDA Multiple Equity IRR 8.0x 9.0x 10.0x 11.0x Low High 16.0% $1.02 $1.13 $1.24 $1.35 $0.97 $1.35 17.0% $0.99 $1.10 $1.21 $1.31 18.0% $0.97 $1.07 $1.17 $1.27 Buyout: Forecast and Implied Valuations 24 • Mirus conducted a Buyout analysis utilizing the forecast developed by management including an adjustment for estimated public company costs and an estimate of transaction costs • A range of Equity IRRs were considered, based on an increase in leverage to 1.5x Adjusted FY2020 EBITDA • A range of terminal EBITDA multiples were considered, based on Dawn’s historic trading multiples Source: Management forecast. 1) Before transaction costs. Calculated in accordance with methodology on page 9. 2) Cost savings estimated by management, including legal and audit costs related to public filings. Savings lower in FY 2020 giv en continuation of certain contractual obligations. 3) Includes estimated transaction costs. Management Forecast Fiscal Year Ended September 30, $ Millions 2020 2021 2022 2023 Revenue 43.2 43.8 44.7 45.6 Gross Profit 17.2 17.4 17.7 18.1 Unadjusted EBITDA 1 2.5 2.5 2.5 2.5 Plus: Public Company Costs 2 0.7 0.9 0.9 0.9 Adjusted EBITDA 1 3.2 3.4 3.4 3.5

25 DRAFT -- CONFIDENTIAL Summary Range of Price Per Share 25 $1.15 Low 3 rd Quartile 1 st Quartile High Legend:

26 DRAFT -- CONFIDENTIAL Low 1st Quartile Median 1 3rd Quartile High 52-Week Trading Range $0.72 $1.02 $1.14 $1.35 $1.60 6-Month Trading Range $0.72 $0.96 $0.97 $1.08 $1.22 3-Month Trading Range $0.91 $1.00 $1.05 $1.09 $1.22 1-Month Trading Range $1.00 $1.09 $1.11 $1.16 $1.22 1-Week Trading Range $1.07 $1.09 $1.10 $1.11 $1.17 Public Comps EV/Adj TTM EBITDA $0.42 $1.02 $1.54 $2.25 $3.87 Transaction Comps EV/Adj TTM EBITDA $0.66 $1.37 $1.74 $2.52 $3.36 Premia Paid 1-Day Prior $0.96 $1.28 $1.46 $1.70 $3.83 Premia Paid 1-Week Prior $0.89 $1.29 $1.46 $1.70 $3.83 Premia Paid 30-Days Prior $0.85 $1.21 $1.36 $1.63 $3.04 Discounted Cash Flows $0.75 $1.10 Buyout $0.97 $1.35 Summary Range of Price Per Share 26 1) For Trading Range data points, median represents VWAP, calculated as average of each day’s VWAP over the respective period , w eighted by trading volume. • Cash - out price proposed by Special Committee of $1.15 per share • Implied EV/Adj TTM EBITDA 9.6x • Implied Premium vs. 1 - Day Prior ($1.09 on Apr 26, 2019): +6% • Implied Premium vs. 1 - Week Prior ($1.09 on Apr 18, 2019): +6% • Implied Premium vs. 30 - Days Prior ($1.02 on Mar 26, 2019): +13%