EFTA01369708.pdf

The equilibrium of a SPAC I There is an inherent equilibrium in the SPAC Benefits to investors structure — constant input • Private equity-like investment with downside protection by the buy-side refined ✓ Liquidity though publicly traded securities Benefits to sponsors the structure, which has • Downside protections from ring-fenced trust account providing become a careful balance dissenting investors with the right to redeem, underpinned by 100% cash proceeds from IPO Opportunityto monetize proprietary deal flow in relatively quick between investor time frame ✓ Automatic liquidation if no acquisition within specified timeframe protections and an • Equity exposure through cash investment ('bear market trade') ✓ SPAC has a public acquisition currency and does not rely on debt effective acquisition tool ✓ Upside through warrants financing • Alignment of interest through sponsor capital at risk and ✓ Potential for future serial issuances tranching of promote Attractive entrepreneurial economics if acquisition is completed Recent structural • Access to incentivized best-in-class sponsors ('scarcity value') — equity promote tranched to align interests with investors innovations have ✓ No management fees or salaries paid — opportunity to capture further upside as shareholder and warrantholder improved the sponsors ✓ Allows sponsor team to focus on one material acquisition with ability to execute an affiliate/sidecar structure acquisition, while maintaining the same investor protections Benefits to sellers ✓ 'Fast track' IPO • Sponsor stamp of approval and other benefits/synergies ✓ Reverse merging under managed/non core business into publicly traded SPAC to partner with well-known sponsor team ✓ Potential for seller to retain majority of upside by being paid in stock (with opportunity for earn-out equity) ✓ Private equity input without private equity dominance • Much less disruptive to seller/company and employees than traditional IPO • Ability to structure complex transactions to meet seller's specific needs ✓ Flexible capital Deutsche Bank 24 Corporate & Investment Banking CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062143 CONFIDENTIAL SDNY_GM_00208327 EFTA01369708