EFTA01369710

Sizing a SPAC should be driven by the size of the targets Dilutive impact of SPAC structure is minimized with a larger deal size Illustrative dilution on a $200mm SPAC at various transaction values The latest SPAC structure offers dramatically less Transaction value • TEV (multiple of IPO) 1.0x dilution compared to the legacy structure, which has TEV further facilitated successful acquisitions EBITDA purchase multiple Additionally, by selecting EBITDA targets with TEV much larger than the SPAC, the Fully diluted TEV w/ promote dilution hurdle can be further decreased Fully diluted EBITDA multiple An ideal target transaction size for a SPAC is typically 3-5x the initial IPO size Key assumptions: — $200mm SPAC IPO - Sponsor promote of 20% or 550mm upfront — 10.0x TEV/EBITDA acquisition multiple Deutsche Bank Corporate & Investment Banking EBITDA delta (x) EBITDA delta (%) 10.0x 5200.0 10.0x 20.0 5250.0 12.5x 2.5x 25.0% 12.5x Acquisition TEV / EBITDA PF TEV/ EBITDA (S250mm TEV) 3.0x 5.0x $600.0 $1,000.0 10.0x 10.0x 60.0 100.0 $650.0 $1,050.0 10.8x 10.5x 0.8x 0.5x 8.3% 5.0% 10.8x 10.5x PF TEV/ EBITDA PF TEV/ EBITDA ($650mm TEV) ($1,050mm TEV) 26 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062145 CONFIDENTIAL SDNY_GM_00208329 EFTA01369710