EFTA01369711

The SPAC structure has been improved with issuers addressing key challenges of the legacy structure including the promote size, shareholder vote complexities and the dilutive terms of warrants Deutsche Bank Corporate & Investment Banking SPAC structure today Cash in trust Sponsor promote Acquisition mechanics Warrant terms SPAC technology today — 'I00% in trust at IPO — 20% common stock — Full proxy subject to SEC review — When shareholder vote is required, no more than 50% voting against acquisition — shareholders can vote-yes' and redeem shares which typically results in zero 'no' votes — Redemption thresholds can be set by specific acquisition requirements, i.e. minimum cash — Half warrant per unit — Strike out of the money ($11.50 strike price per whole warrant) — 5 year duration from close of business combination Comments — Investor capital protected — Lower interest rate environment, but cash in trust remains largely unchanged — 20% is a strong initial starting point — Full promote has been earned in most successful back-ends - Much higher certainty of deal close - Quicker acquisition timeine - Shareholders maintain same redemption fights - Higher likelihood of retaining warrant value - Redemption threshold set by specifics of transaction - Significantly less dilution and overhang - Longer duration provides increased time value to warrant holders - Investor trade-off initial In the money' value to maintain upside 27 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062146 CONFIDENTIAL SDNY_GM_00208330 EFTA01369711