EFTA01369707.pdf

Return profile for SPAC investors I Pre-acquisition, the SPAC Phase I - Pre-acquisition Phase II — At acquisition Phase Ill — Post-acquisition trades like a zero coupon Bond-floor + call option Bond-floor + equity upside Equity bond with a warrant +call option — No downside protection - -100% cash-in-escrow provides — Still full downside protection through — Trading in line with company Between announcement downside protection redemption right fundamentals of the acquisition and — Option to participate in future — Potential upside in share and warrant — Additional upside through warrant shareholder vote, acquisition — Opportunity to acquire company at investors may monetize a discount to public market valuation great acquisition while still maintaining full downside protection After successful business confirmation, the SPAC will trade on the basis of For illustrative purposes only an operating company with the warrants providing potential OR additional upside retums ono Fhb $10 Dovmside protection ; Downside risk $O IPO 'DeSPACing' Announcement Shareholder vote of acquisition Deutsche Bank 23 Corporate & Investment Banking CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062142 CONFIDENTIAL SDNY_GM_00208326 EFTA01369707