Special Purpose Acquisition Corporation “ SPAC”

“ SPAC”

SPAC A blank check company taken public via an IPO

A blank check company

taken public via an IPO

SPAC Sponsor Forms SPAC Completes initial public offering Generally has specific industry experience Understands financial markets

Forms SPAC

Completes initial public offering

Generally has specific industry experience

Understands financial markets

Purpose of SPAC To finance one or more acquisitions in target industry or geography

To finance one or more acquisitions

in target industry or geography

SPAC Timeframe for Acquisition(s) Generally 18 months to complete an acquisition without an extension 24 months to complete an acquisition with an extension If no acquisition is made net IPO assets (i.e. cash) is distributed back to shareholders

Generally 18 months to complete an acquisition without an extension

24 months to complete an acquisition with an extension

If no acquisition is made net IPO assets (i.e. cash) is distributed back to shareholders

SPAC IPO Proceeds 97+% of IPO proceeds placed in third party trust 1 to 2 % of proceeds can be used for: Due diligence expenses Legal and accounting expenses Directors and officers insurance SEC reporting

97+% of IPO proceeds placed in third party trust

1 to 2 % of proceeds can be used for:

Due diligence expenses

Legal and accounting expenses

Directors and officers insurance

SEC reporting

SPAC IPO Typically listed on American Stock Exchange NASDAQ may begin to list “ Units” are offered After SPAC filing of an audited balance sheet reflecting IPO proceeds, units can be split into common stock and warrants that trade separately Filing must occur within 90 days of IPO

Typically listed on American Stock Exchange

NASDAQ may begin to list

“ Units” are offered

After SPAC filing of an audited balance sheet reflecting IPO proceeds, units can be split into common stock and warrants that trade separately

Filing must occur within 90 days of IPO

Post IPO Stock Ownership 80% of SPAC held by new public shareholders 20% held by management, sponsors or insiders. This represents their “carry” (similar to investment funds)

80% of SPAC held by new public shareholders

20% held by management, sponsors or insiders.

This represents their “carry” (similar to investment funds)

SPAC Acquisition Acquisition consideration can be a combination of: Cash Debt of Stock Frequently done as merger so “acquired” company receives SPAC stock as consideration

Acquisition consideration can be a combination of:

Cash

Debt of

Stock

Frequently done as merger so “acquired” company receives SPAC stock as consideration

SPAC Excess Cash Can be used for: Growth capital Additional acquisitions Acquired company merges into SPAC and SPAC sponsors control board and company

Can be used for:

Growth capital

Additional acquisitions

Acquired company merges into SPAC and SPAC sponsors control board and company

80% Target Requirement 80% of SPAC value must be used for acquisitions Multiple acquisitions must be completed in a single business combination Acquisition agreements must be drafted so they occur simultaneously Contractual agreement ensures that only targets of a minimum size are proposed to shareholders

80% of SPAC value must be used for acquisitions

Multiple acquisitions must be completed in a single business combination

Acquisition agreements must be drafted so they occur simultaneously

Contractual agreement ensures that only targets of a minimum size are proposed to shareholders

SPAC Shareholder Vote Vote to approve acquisition(s) by SPAC shareholders required Prevents sponsors from closing an acquisition against shareholder interests Majority of shareholders required to approve transaction

Vote to approve acquisition(s) by SPAC shareholders required

Prevents sponsors from closing an acquisition against shareholder interests

Majority of shareholders required to approve transaction

Shareholder Negative Votes If over 20%/30% of shares vote against transaction, it will be prevented from closing If less than 20%/30% vote no, those investors will have the option to rescind their prorata portion of dollars in trust These shareholders may keep their warrants

If over 20%/30% of shares vote against transaction, it will be prevented from closing

If less than 20%/30% vote no, those investors will have the option to rescind their prorata portion of dollars in trust

These shareholders may keep their warrants

No Acquisition by SPAC Shareholders rescind their prorata portion of funds in trust SPAC is dissolved Generally sponsors do not get their investment back

Shareholders rescind their prorata portion of funds in trust

SPAC is dissolved

Generally sponsors do not get their investment back

SPAC Stock Market Trading Prior to announcement of acquisition Trade close to SPAC cash value Generally low trading volume After announcement of acquisition Trading volume increases Stock value reflects market view of business combination Post acquisition Trades a a typical listed company

Prior to announcement of acquisition

Trade close to SPAC cash value

Generally low trading volume

After announcement of acquisition

Trading volume increases

Stock value reflects market view of business combination

Post acquisition

Trades a a typical listed company

Frequency of SPAC’s (Dealogic-2/27/08) 25% of IPO’s in 2007. 66 in total. 143 to list or complete their first merger

25% of IPO’s in 2007. 66 in total.

143 to list or complete their first merger

SPAC Post Acquisition Trading of 2007 IPO’s Most trading flat or below offer prices 11 of 66 trading at more than 3% above offering price Of 28 priced within last 6 months of 2007, six are trading above offer price

Most trading flat or below offer prices

11 of 66 trading at more than 3% above offering price

Of 28 priced within last 6 months of 2007, six are trading above offer price

Risks for Shareholders of Company to be Acquired 6 or more months may pass before shares can be sold Selling shareholders could loose control of the board and company during interim period Selling shareholders could put downward pressure on stock price

6 or more months may pass before shares can be sold

Selling shareholders could loose control of the board and company during interim period

Selling shareholders could put downward pressure on stock price

Dickson Consulting See www.dicksonconsulting.biz for additional information Contact= [email_address]

See www.dicksonconsulting.biz for additional information

Contact= [email_address]