EFTA01369698

Company seeking an IPO but story has not been appreciated by typical IPO investors Flexibility of SPAC M&A structures SPACs afford Sponsors ability to fit transactions to their needs I Potentially even more attractive than traditional IPOs based on SPACs' ability to pre- sound the offering and market the a story over 3 - 4 months, which significantly enhances transaction certainty and cements a target's viability in the public markets IPO substitute Hybrid Cash t Stock Deal Short-term dislocation of sales and/or profits  Story lacking clear growth that can be critical in typical IPO Sub-scale for typical IPO Management team not Wall Street ready Good company with a bad balance sheet Silver Eagle / VideoCon (Dhoot family) Deutsche Bank Corporate & Investment Banking Azteca / Hemisphere (lntermedia) Private equity sponsor or strategic seeking partial liquidity but still wants to participate in upside Company looking to sell greater stake a significantly higher stake than would be possible in typical IPO WL Ross / Nexeo Solutions (TPG Capital) Boulevard / AgroFresh (Dow Chemical) Hennessy / BlueBird (Cerberus) Cash Buyouts Private equity sponsor seeking liquidity and public valuation for a long-held asset Strategic looking to spin-off or carve-out any non-core assets Ability to deliver seller certainty on price Quinpario / Jason Industries (Saw Mill) Levy / Del Taco (Leonard Green) Note: Del Taco and Jason Industries mowing shareholders retained a very small minority positron in their respective companies 14 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0062131 SDNY_GM_00208315 EFTA01369698