Spac Structuring Model 1

INPUTS (BLUE = INPUT) All inputs in millions, except per share data get the template at: Offering Assumptions www.gazhoo.com Gross Proceeds 250.000 Price per Unit $10.00 Common per unit 1.0 Warrant per unit 0.5 Warrant exercise price $7.50 Founder Securities Assumptions Aggregate purchase price $0.025 Promote (%): 12.5% Common Shares 3.571 Warrants (Tranche 1) Strike: $0.00 0.000 Warrants (Tranche 2) Strike: $0.00 0.000 Warrants (Tranche 3) Strike: $0.00 0.000 Warrant exercise threshold $0.00 Private Placement Assumptions Aggregate purchase price $9.000 Common Shares 0.000 Warrants (Tranche 1) Strike: $7.50 3.000 Warrants (Tranche 2) Strike: $10.00 3.000 Warrants (Tranche 3) Strike: $12.50 3.000 Warrant exercise threshold $0.00 CoInvestment / 10b51 Consideration: $20.000 Shares purchased at: $10.00 5.000 Warrants purchased at: $0.00 5.000 Warrant exercise price: $7.50 Warrant Purchase Warrants purchased at: $0.80 0.000 Warrants purchased at: $0.90 0.000 Warrants purchased at: $1.00 12.500 Fees Underwriting spread 7.0% Deferred underwriting spread 5.0% Legal Fees & Expenses 0.450 Printing and Engraving Expenses 0.100 Accounting Fees and Expenses 0.070 SEC Registration Fee 0.016 FINRA Registration Fee 0.041 AMEX Listing Fees 0.070 Miscellaneous Expenses 0.053 Other Assumptions Net offering proceeds not held in trust 0.200

SOURCES & USES get the template at: www.gazhoo.com Estimate % / $ per Unit Commnents Offering Gross Proceeds $250,000,000 100.00% / $10.00 25,000,000 units @ $10.00 Sponsor Investment via Private Placement 9,000,000 3.60% / $0.36 Additional Management /Sponsor equity Total Gross Proceeds $259,000,000 103.60% / $10.36 Offering Expenses: Underwriting Discount 17,500,000 7.00% / $0.70 7.0% of offering gross proceeds, 5.0% is deferred Legal Fees and Expenses 450,000 0.18% / $0.02 Printing and Engraving Expenses 100,000 0.04% / $0.00 Accounting Fees and Expenses 70,000 0.03% / $0.00 SEC Registration Fee 15,818 0.01% / $0.00 Other cash transaction expenses FINRA Registration Fee 40,750 0.02% / $0.00 AMEX Listing Fees 70,000 0.03% / $0.00 Miscellaneous Expenses 53,432 0.02% / $0.00 Total Offering Expenses 18,300,000 7.32% / $0.73 Net Proceeds from Offering and from Sale of Founder Securities 240,700,000 96.28% / $9.63 Net Offering Proceeds not Held in Trust 200,000 0.08% / $0.01 Available for due diligence, etc. Net Proceeds from Offering and from Sale of Founder Securities Held in Trust for our Benefit 240,500,000 96.20% / $9.62 Deferred Underwriting Discounts Held in Trust 12,500,000 5.00% / $0.50 5.0% percent of offering gross proceeds deferred Total Amount in Trust $253,000,000 101.2% / $10.12 Released upon closing of deal

RETURNS ANALYSIS SECURITY SUMMARY Economics Initial Investment Private Placement Warrant Purchase Warrant Purchase Total Investment Ownership % Shares Warrants Investment Shares Warrants Investment Warrants Avg. Px Investment Shares Warrants Investment Shares Warrants Investment Management 12.5% 3,571,429 0 $25,000 0 9,000,000 $9,000,000 0 NA $0 5,000,000 5,000,000 $20,000,000 8,571,429 19,000,000 $49,025,000 * Assumes exercise of all warrants. TOTAL RETURN TABLE $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Total Value: $50.0m $55.0m $60.0m $65.0m $70.0m $75.0m $80.0m $85.0m $90.0m $95.0m $100.0m Less Basis: $12.5m $17.5m $22.5m $27.5m $32.5m $37.5m $42.5m $47.5m $52.5m $57.5m $62.5m Total Return: $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m $37.5m Total Return %: 300.0% 214.3% 166.7% 136.4% 115.4% 100.0% 88.2% 78.9% 71.4% 65.2% 60.0% VALUE GRAPH $300 $250 $200 Value $150 $100 $50 $0 $8.00 $9.00 $10.00 $11.00 $12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 www.gazhoo.com Stock Price Return Basis Value

DILUTION ANALYSIS: VALUE www.gazhoo.com Absolute Dilution ($ Millions) Common Share Price $8.00 $9.00 $10.00 $12.50 $14.25 Amount Investment Founders Securities Common Shares 3.6mm $28.6 $32.1 $35.7 $44.6 $50.9 Warrants (Tranche 1): $0.00 Strike 0.0mm $25.0k Warrants (Tranche 2): $0.00 Strike 0.0mm Warrants (Tranche 3): $0.00 Strike 0.0mm Private Placement Common Shares 0.0mm Warrants (Tranche 1): $7.50 Strike 3.0mm $1.5 $4.5 $7.5 $15.0 $20.3 $9.0mm Warrants (Tranche 2): $10.00 Strike 3.0mm $7.5 $12.8 Warrants (Tranche 3): $12.50 Strike 3.0mm $5.3 CoInvestment Warrants 5.0mm $2.5 $7.5 $12.5 $25.0 $33.8 $20.0mm Warrant Purchase Warrants 12.5mm $6.3 $18.8 $31.3 $62.5 $84.4 $12.5mm Founders Securities Dilution $38.8 $62.9 $87.0 $154.6 $207.3 Public Common Shares 25.0mm $250.0mm Warrants 0.0mm Total Dilution $38.8 $62.9 $87.0 $154.6 $207.3 Dilution (nonWarrant) $28.6 $32.1 $35.7 $44.6 $50.9 Dilution (Warrants only) $10.3 $30.8 $51.3 $110.0 $156.4

DILUTION ANALYSIS: OWNERSHIP Ownership Analysis Common Share Price $8.00 $9.00 $10.00 $12.50 $14.25 Amount Investment Founders Securities Common Shares 3.6mm 11.96% 11.16% 10.60% 9.56% 9.03% Warrants (Tranche 1): $0.00 Strike 0.0mm $25.0k Warrants (Tranche 2): $0.00 Strike 0.0mm Warrants (Tranche 3): $0.00 Strike 0.0mm Private Placement Common Shares 0.0mm Warrants (Tranche 1): $7.50 Strike 3.0mm 0.63% 1.56% 2.23% 3.21% 3.59% $9.0mm Warrants (Tranche 2): $10.00 Strike 3.0mm 1.61% 2.26% Warrants (Tranche 3): $12.50 Strike 3.0mm 0.93% CoInvestment Warrants 5.0mm 1.05% 2.61% 3.71% 5.35% 5.99% $20.0mm Warrant Purchase Warrants 12.5mm 2.62% 6.51% 9.27% 13.38% 14.97% $12.5mm Total Founders Securities & Unit Investments 16.26% 21.85% 25.81% 33.10% 36.78% Public Common Shares 25.0mm 83.74% 78.15% 74.19% 66.90% 63.22% $250.0mm Warrants 0.0mm Total Public 83.74% 78.15% 74.19% 66.90% 63.22% Note: Ownership analysis based upon cashless exercise in all scenarios.

www.gazhoo.com TRANSACTION SIZING Absolute Dilution @ $10.00 per Share Value Creation Absolute Transaction Value Creation Necessary Amount Investment Dilution ($MM) Size ($MM) for a \"Yes Vote\" Founders Securities $200 43.5% Common Shares 3.6mm $35.7 Warrants (Tranche 1): $0.00 Strike 0.0mm $25.0k $250 34.8% Warrants (Tranche 2): $0.00 Strike 0.0mm Warrants (Tranche 3): $0.00 Strike 0.0mm $400 21.7% Private Placement $500 17.4% Common Shares 0.0mm Warrants (Tranche 1): $7.50 Strike 3.0mm $7.5 $9.0mm $600 14.5% Warrants (Tranche 2): $10.00 Strike 3.0mm Warrants (Tranche 3): $12.50 Strike 3.0mm $700 12.4% CoInvestment Warrants 5.0mm $12.5 $20.0mm $800 10.9% Warrant Purchase 12.5mm $31.3 $12.5mm $900 9.7% Founders Securities Dilution $87.0 $1,000 8.7% Public Common Shares 25.0mm $250.0mm $1,100 7.9% Warrants 0.0mm Total Dilution $87.0 $1,200 7.2% Dilution (nonWarrant) $35.7 $1,300 6.7% Dilution (Warrants only) $51.3

Note: Percentages represent enterprise value multiple premium above purchase price necessary to clear dilution and for shares to trade at par.

Spac Structuring Model 1

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Notes on slide 1

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