#1SYSTEM Investor Presentation June 2021#2Disclaimer Disclaimer This presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. Trebia Acquisition Corp. ("Trebia"), S1 Holdco, LLC ("S1") and Protected.net Group Ltd. ("Protected", and together with its and Sl's respective subsidiaries, collectively "System1") and their respective directors, executive officers and other members of their respective management teams or other employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Trebia's shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Trebia's directors and executive officers in Trebia's final prospectus, as amended, dated June 16, 2020 (SEC File No. 333-238824), which was filed with the SEC on June 18, 2020. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Trebia's shareholders in connection with the proposed business combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests of Trebia's and System1's participants in the solicitation, which may, in some cases, be different than those of Trebia's and System1's equity holders generally, will be set forth in the proxy statement/prospectus relating to the proposed business combination when it becomes available. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, none of Trebia, System1, their respective affiliates, directors, officers, employees, members, partners, shareholders or agents makes any representation or warranty with respect to the accuracy of such information. Forward-Looking Statements This presentation and any related oral commentary include "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding Trebia, System1 or their respective management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this presentation may include, for example, statements about System]'s industry and market sizes; future opportunities for System1; expectations and projections concerning the future financial and operational performance and/or results of operations of System]; and the proposed business combination transaction between Trebia and System1, including the implied enterprise value, ownership structure and the likelihood and ability of the parties to successfully consummate the transaction. The forward-looking statements contained in this presentation are based on Trebia's and System]'s current expectations and beliefs concerning future developments, and their potential effects on Trebia or System] taking into account information currently available. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System]'s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Such risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change, or other circumstances that could give rise to the termination of the business combination agreement (the "Agreement"); (2) the outcome of any legal proceedings that may be instituted against Trebia and/or System1 following the announcement of the Agreement and the transactions contemplated therein; (3) the inability to complete the proposed business combination, including due to failure to obtain approval of the shareholders of Trebia, certain regulatory approvals, or satisfy other conditions to closing set forth in the Agreement; (4) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Agreement or could otherwise cause the transaction to fail to close; (5) the impact of COVID-19 on System1's business and/or the ability of the parties to complete the proposed business combination; (6) the inability to maintain the listing of combined company's shares on NYSE following the proposed business combination; (7) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed business combination; (8) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of System] to grow and manage growth profitably, and retain its key employees; (9) costs related to the proposed business combination; (10) changes in applicable laws or regulations (including those concerning data security, consumer privacy and/or information sharing); and (11) the possibility that Trebia or System1 may be adversely affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Trebia's most recent filings with the SEC and will be contained in the Form S-4 (as defined below), including the proxy statement/prospectus expected to be filed in connection with the proposed business combination. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from any forward-looking statements contained in this presentation. Neither Trebia's nor System]'s independent auditors have audited, reviewed, compiled or performed any procedures with respect to the forward-looking statements for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Trebia and System] will not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should not take any statement regarding past trends or activities as a representation that such trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements. This presentation is not intended to constitute, and should not be construed as, investment advice. S1 2#3Disclaimer (Continued) An investment in Trebia is not an investment in any of our founders' or sponsors' past investments or companies or any funds affiliated with any of the foregoing. The historical results of these investments are not indicative of future performance of Trebia (including after the closing of the proposed business combination), which may differ materially from the performance of the founders or sponsors past investments, companies or affiliated funds. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM or symbols, but System] will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Financial Information; Use of Non-GAAP Financial Measures The financial information and data contained in this presentation have not been audited under the standards of the Public Company Accounting Oversight Board and do not conform to the requirements of Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement, registration statement or prospectus to be filed by Trebia with the SEC. In addition, all historical financial information of System1 included herein is preliminary and subject to change, including in connection with the audit of the financial statements. This presentation includes non-GAAP financial measures, including Pro Forma Billings Adj. Revenue, Pro Forma Billings Adj. Gross Profit and Pro Forma Billings Adj. EBITDA. Trebia and System1 believe that these non-GAAP measures are useful to investors for two principal reasons: (1) these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; and (2) these measures are used by System1's management and board of directors to assess its performance and may (subject to the limitations described below) enable investors to compare the performance of System] to its competitors. Trebia and System1 believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate these non- GAAP measures differently or use different non-GAAP measures financial from those used in this presentation, and therefore such measures may not be directly comparable to similarly titled measures of other companies. For reconciliation of these non-GAAP financial measures used in this presentation, see "Net Income to Pro Forma Billings Adj. EBITDA Reconciliation" and "GAAP Revenue/Gross Profit to Pro Forma Billings Adj. Revenue/Gross Profit Reconciliation" in the Appendix at the end of this presentation. Use of Projections This presentation contains financial forecasts with respect to the System1's projected financial results. Neither Trebia's nor System1's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of System] or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. You should review System1's audited financial statements, which will be included in the Form S-4 relating to the proposed business combination. Important Information About the Proposed Business Combination and Where to Find It In connection with the proposed business combination, a registration statement on Form S-4 (the "Form S-4") is expected to be filed by Trebia with the U.S. Securities and Exchange Commission ("SEC") that will include preliminary and definitive proxy statements to be distributed to holders of Trebia ordinary shares in connection with Trebia's solicitation for proxies for the vote by Trebia's shareholders in connection with the proposed business combination with System] and other matters as described in the Form S-4, as well as a prospectus of Trebia relating to the offer of the securities to be issued in connection with the completion of the business combination. Trebia and System1 urge investors, shareholders and other interested persons to read, when available, the Form S-4, including the proxy statement/prospectus, as well as other documents filed with the SEC in connection with the proposed business combination, as these materials will contain important information about Trebia, System] and the proposed business combination. Such persons can also read Trebia's final prospectus, as amended, dated June 16, 2020 (SEC File No. 333-238824), which was filed with the SEC on June 18, 2020, for a description of the security holdings of Trebia's officers and directors and their respective interests as security holders in the consummation of the proposed business combination. After the Form S-4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to Trebia's shareholders as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain copies of such documents, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Trebia Acquisition Corp., 41 Madison Avenue, Suite 2020, New York, NY 10010, or (646) 450-9187. S1 3#4Presenters S1 William P. Foley II Trebia BLACK KNIGHT CANNAE HOLDINGS, INC. CERIDIAN dun&bradstreet Frank R. Martire Jr Trebia NCR J.ALEXANDER'S HOLDINGS, INC. FIDELITY NATIONAL FINANCIAL .. FIS Metavante fiserv. FIS Paysafe: Michael Blend CEO & Co-Founder Tridivesh Kidambi Chief Financial Officer D Demand Media™ EZTexting SEND SMARTER infogroup dynata Demand Media WHIP MEDIA GROUP SQUARE 4#5Transaction Overview System1 Overview SYSTEM System is a leading omnichannel customer acquisition platform, delivering high-intent customers to advertisers and to their own subscription products. In the large and growing digital advertising market, System] is poised for 30%+ organic Billings Adj. Revenue and Billings Adj. EBITDA growth Key Transaction Highlights Transaction represents $1.4 billion Enterprise Value, or 11.9x and 9.1x 2021E and 2022E EV/Pro-Forma Billings Adjusted EBITDA, respectively Transaction is attractively priced relative to comparable companies trading multiples and operating metrics Use of Proceeds include]: $250M to exiting private equity partner - Court Square Capital Partners² о $213M to management & employees о $55M in fees/expenses $175M of cash to the balance sheet³ Management is fully committed to transaction rolling $668mm and will own 52% of the business post merger S1 Majority holder of System] 1. Assumes $325M of debt 2. 3. 4. Assumes zero redemptions О CEO and Co-Founder is rolling 100% of his total equity stake 100% Backstop for potential future redemptions The $518 million of cash held in Trebia's trust account is backstopped by the $200 million equity commitment from Cannae, together with $218 million of the BofA Securities debt commitment, which will be utilized as a backstop for potential future redemptions by Trebia public stockholders. This in conjunction with the potential for management to roll additional equity creates a 100% backstop for potential future redemptions. 5#6System1 Checks All of Our Boxes Large TAM Differentiated Solution Proven Track Record Strong Management Flexible Capital Structure Proven Platform Leverage Playbook S1 1. System1 operates in a very large and growing market U.S. digital advertising was a $150B market in 2021, growing to $278B in 2024 Serving advertisers across every industry vertical for mass relevancy System1's RAMP platform drives a long term sustainable advantage Highly automated, Al-driven customer acquisition and monetization platform Diversified across industry verticals and marketing channels 1st Party data (not reliant on third-party cookies) positions System] for the future of online consumer privacy Long track-record of performance $120M of 2021E Pro Forma Billings Adj. EBITDA with 94% 2021E Adj. Free Cash Flow conversion¹ Positive PF Billings Adj. EBITDA since inception Strong management team that has worked together for many years Founder-led management team with track record of success Deep knowledge of sector and strong employee loyalty Strong FCF generation allows for capital structure flexibility Adj. Free Cash Flow gives opportunity to take on and service debt Ability to draw additional debt positions System] well to drive organic and inorganic growth System1 business model and technology provides a platform that scales to support organic growth and integrate M&A Successfully acquired and scaled 7 companies We look to continue their success & execute on larger opportunities Proven track record of driving significant shareholder value Trebia to drive cost efficiencies and organic and inorganic growth initiatives Experience in scaling public businesses and expanding multiples Adj. Free Cash Flow is a non-GAAP metric which we define as Billings Adj. EBITDA less capital expenditures; Adj. Free Cash Flow conversion is a non-GAAP metric, which we define as Adj. Free Cash Flow divided by Pro Forma Billings Adj. EBITDA 6#7Leverage Trebia Value Creation Playbook Trebia Co-Founders have consistently scaled public businesses, executed M&A, increased margins and drove multiple expansion and public investor returns William P. Foley II Co-Founder Frank R. Martire Jr Co-Founder Proven SPAC Sponsor Paysafe: alight' Wynn INTERACTIVE Consistent Success in Technology Businesses with Large TAM's FIDELITY INATIONAL FINANCIAL BLACK KNIGHT Industry Served FinTech Workplace Benefits & Interactive Gaming Real Estate Mortgage Payroll Organic Revenue Acceleration EBITDA Margin Expansion Transformative Acquisitions Multiple Expansion Decades of Driving Significant Shareholder Value CERIDIAN² dun&bradstreet 2 FIS² fiserv. Metavante NCR SYSTEM HCM³ Data & Analytics FinTech FinTech FinTech Technology Technology Sources: Public company filings and Factset 1. Recent acquisitions/value creation in progress. Alight and Wynn Interactive transactions subject to close S1 2. William P. Foley II currently owns no equity in FIS or Ceridian 7#8Partnership Will Accelerate Business Opportunities and Drive Multiple Expansion SYSTEM + $ + TREBIA ACQUISITION CORPORATION $ ខឃ Leading omni- channel customer acquisition and monetization engine Profitable & Proven Growth Story Compelling Entry Valuation with Attractive Transaction Structure Following Established Value Creation Playbook Significant opportunity for value creation through revenue growth, margin improvement and multiple expansion S1 00 8#9Company Overview S1 9#10S1 SYSTEM is a leading omnichannel customer acquisition platform, delivering high-intent customers to advertisers and to our own subscription products 10#11System] at a Glance Operates 40+ digital properties & subscription products Proprietary Responsive Acquisition Marketing Platform (RAMP) drives sustainable competitive advantage Proprietary 1st party data positions System] for future of online consumer privacy Operating at scale and profitable across highly diversified marketing & revenue channels Founder-led with 52% management ownership post- transaction 120M+ Monthly Visitors¹ 2M+ Active Subscribers² 4B Rows of Data Ingested Daily³ 500M+ Monthly Distinct Search Queries¹ $120M 2021E Pro Forma Billings Adj. EBITDA S1 123 3. Monthly average for Q1 2021 As of March 31, 2021 Daily average for March 2021 11#12Consistent Growth & Profitability... Pro Forma Billings Adj. Revenue ($ in millions) $305 $450 '18-'22E CAGR: 31% $580 $763 Pro Forma Billings Adj. EBITDA ($ in millions) $906 2018 2019 2020 2021E 2022E $52 '18-'22E CAGR: 32% $120 $79 $80 $158 2018 2019 2020 2021E 2022E S1 Note: Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. EBITDA are both billings based metrics with respect to subscription revenue. Historical periods include pro forma consolidation of pre-acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings. 12#13...and a Highly Diversified & Resilient Business Vertical Agnostic No dependency on any specific advertiser or vertical Billings Adj. Revenue by Vertical Revenue by Acquisition Channel¹ Other Leisure & Lifesytle Social Display Health Home & Garden Organic Other Omnichannel Acquiring customers across all major Jobs & Education Retail Autos networks Travel & Tourism Privacy/ Security Subscription Search Business & Technology Finance Native Network Partners Note: Metrics are for the twelve months ended March 2021 on a pro forma basis 13 Excludes subscription revenue from owned and operated due to lack of comparability of renewal billings subscription revenue to acquisition channel S1 1.#14Our Business Lines Advertising Revenue Generated Through Digital Advertising Owned & Operated Properties Network Partners Subscription Revenue Generated Through Digital Subscriptions Owned & Operated Digital Products activebeat dogpile AUTO VERSED carsgenius FAME10 forkly.* Baidu CAMPUS EXPLORER Health Well howstuffworks PCHmyaccount Publishers Clearing House QUINSTREET healthversed info.com MapQuest Startpage verizon media WebMD TOTALAV WALLET TaxInfo Today GENIUS WEBCRAWLER ynet news.com +25 more 2021E Pro Forma S1 Billings Adj. $120M $41M Gross Profit: TOTAL Adblock TOTAL WebShield $47M 14#15Our 3 Key Pillars For Driving Revenue and Delivering High-intent Customers to Advertisers #1 Al-powered Marketing Unlocks Customer Intent... #2 Leverage Our Websites to Further Qualify Customer Intent.... Deliver & Monetize High-intent #3 Customers to Advertisers / Subscription S1 AUTO AutoVersed VERSED Sponsored Step Up to a 2020 Jeep Grand Cherokee - A remarkable driving experience starting at only $32K - Get more info on models and prices here! AUTOVERSED.COM Jeep's Grand Cherokee The Grand Cherokee's versatility is hard to... = AUTOVERSED INSIDE THE 2020 JEEP GRAND CHEROKEE By AutoVersed Team on November 6, 2019 The 2020 Jeep Grand Cherokee is the true definition of what an SUV should be. Not only is the new Grand Cherokee a great family hauler, but it can also take you on a challenging off-road trail. Prices for the new Grand Cherokee start at more than reasonable $32,045. For folks who demand more driving excitement on the street, Jeep offers two high-performance models that you have to see for youself. Related Topics (Ads): 1. GET OFFER 2020 Jeep Grand Cherokee Pricing 2. Jeep Grand Cherokee Lease AUTO Like Comment Share ~$500M Spent Annually On Digital Advertising Note: Metrics are for the twelve months ended March 2021 3. New Jeep Cherokee Cost Jeep VEHICLES MENU 2019 2020 Grand Cherokee Overview Gallery Exterior Interior Capab START SOMETHING NEW SALES EVENT START OFF THE NEW YEAR WITH $1,500 TOTAL CASHO PLUS AN ADDITIONAL $750 CHRYSLER CAPITAL BONUS CASHO ON SELECT 2020 GRAND CHEROKEE MODELS IN DEALER ~1.3B Visitors 800M+ Clicks to Advertisers 15#16⑪We Find Customers on All Major Advertising Platforms... Social S1 Display The Best SUVs Under $40K Find New & Used SUVs At An Affordable Price Native Discover 2021 SUVS-See Affordable Options CarsGenius Sponsor Tabla Bing Google Jeep ΤΟ Ad search.carsgenius.com/find/suvs ▾ CarsGenius Sponsored There are some major things to know if you're thinking of buying a vehicle this year. From style to pricing to availability, here are some trends consumers can look for right now. BUY.CARSGENIUS.COM Here's How To Get a Good Deal on a 2021 SUV SEM LEARN MORE Like Comment Share Find New SUVs For Sale | Search W/ CarsGenius Compare Prices & Feature Of SUV Models Online. Search For Your New Vehicle Today. CarsGenius Delivers Comprehensive Information To Assist With Your Auto Needs. Search SUVs on CarsGenius. Discover Great Deals. Find Dealerships Near You. Browse New & Used Models: Models SUVs, Trucks, Sedans Best SUV Deals Compare SUV Deals & Prices Near You Discover The Best SUV Deals Today Best SUV 2019 Compare 2019 SUV Models Now Research Model Features And Pricing Auto Insurance Research Auto Insurance Options Compare Plans And Pricing Now! Crossover Deals Review Crossover Deals Near You Compare Prices & More yahoo! P System1 Utilizes Al powered marketing to acquire users across 60 advertising verticals; System1 bids on 37,000 individual campaigns, with ~15M daily campaign optimizations and reaches 120M+ customers each month Note: All metrics shown are average monthly metrics as of Q1 2021 16#17#2 Leverage Our Websites to Further Qualify Customers' Purchase Intent... MapQuest 13335 Maxella Ave Edit Marina Del Rey, CA 90292-5619 Route 1 via Main St 21 Minutes List Route 2 Heavy Traffic The Riviera Country Club Universal Studios NORTH OF MONTANA 5.8 Mi Start SAWTELLE info.com Las vegas golden knights Q info.com Web Images Videos News Vegas Golden Knights Tickets - On Sale Now At StubHub Ad stubhub.com At Stubhub, every Vegas Golden Knights ticket is 100% guaranteed by FanProtect". Enjoy customer service all the way to your seat w/ the world's largest ticket marketplace. ~27M Monthly Users¹ Other System] Owned & Operated Las Vegas Golden Knights - Vegas Golden Knights Tickets ~35M Monthly Users¹ activebeat AUTO VERSED forkly.* Startpage Tax Info Today Properties healthversed howstuffworks howstuffworks Home & Garden / Real Estate / Buying a Home House Hunting? Be Prepared to Win a Bidding War By: Carrie Whitney, Ph.D. | May 28, 2021 ~10M Monthly Users' dogpile FAME 10 40+ Internet Properties 120M+ Monthly Visitors¹ 500M+ Monthly Distinct Search Queries¹ WALLET GENIUS Health Well WEBCRAWLER 25+ more Our Websites are Designed to Further Qualify Customer Intent After the Initial Engagement S1 1. Monthly average for Q1 2021 17#18#3 Deliver and Monetize High-intent Customers to Advertisers/Subscription Monetizing Consumer Traffic S1 Advertising Google verizon media ► Bing ⚫xandr AmeriSave Mortgage Corporation PubMatic Better lendingtree Lemonade Magnite byte Quicken Loans System1 Digital Subscriptions TOTAL TOTAL TOTAL AV WebShield Adblock 18#19RAMP Technology Enables Our Business Success Al-powered Marketing Unlocks Customer Intent... Leverage Our Websites to Further Qualify Customer Intent.... Deliver and Monetize High-intent Customers to Advertisers / Subscription AUTO AutoVersed VERED Sponsored Q-19 Programmatic Buying Platform Like Ad Media Interface Comment Share AUTOVERSED Content & Ad Engine VEHICLES MENU Jeep 2019 2020 Grand Cherokee Monetization Decisioning Prices for the new Grand Cherokee start at more than reasonable $32,045. For folks who demand more driving excitement on the street, Jeep offers two high-performance models that you have to see $1,500 TOTAL CASHO AN ADDITIONAL $750 CHRYSLER CAPITAL BONUS CASHO ON SELECT 2000 GÅAND CHEROKEE MODELS IN DEALER INVENTORY A/B UI A/B Engine Privacy 0101 Compliant 1001 1st Party Data S S1 3. New Jeep Cherokee Cost Real Time Revenue Attribution Machine Learning / Data Science 4B Rows of Data Ingested Daily 19#20Recent Privacy Shifts in Digital Marketing Emphasize First- party Data... Google First-party relationships are vital in a privacy-first world. Protecting privacy means an end to... third-party cookies - David Temkin, Director of Product Management, Ads Privacy and Trust We are well positioned as 3rd party cookies & intrusive tracking goes away One of the largest independent 1st-party search providers Focused on 1st-party intent data Cookie-based advertising becomes less effective RAMP does not rely on 3rd-party cookies S1 20 20#21Our Responsive Acquisition Marketing Platform (RAMP) is the Underlying Technology Driving Our Success S1 21#22Our Technology Moat Widens As Our Business Grows Key Competitive Advantages System1's Virtuous Flywheel S S1 Omnichannel Highly Efficient Customer Acquisition Vertical Agnostic Privacy Compliant 1st Party Data End to End Tech Stack Closed-Loop Attribution More Customer Traffic 1 SYSTEM Higher Monetization and Profits 1 Data-Driven Optimization Plug N' Play M&A Better Conversion 22#23System1's Differentiated Positioning in the Customer Acquisition Landscape S1 Multi- Vertical lendingtree QUINSTREET J2 GLOBAL EVERQUOTE Single Vertical Single Monetization MediaAlpha Sub-scale companies SYSTEM TechTarget Advertising + 23 Subscription#24Growth Strategy S1 24#25Advertising: Multiple Drivers of Growth Optimizations to drive acquisition & monetization efficiencies Expand our Direct-to- Advertiser business Grow & expand our international business International Advertising Revenue ($M) $23 15M daily campaign & keyword optimizations 275M+ advertising keywords in our database 500M+ monthly distinct search queries Delivering Customers to 100+ Advertisers Directly AMERICAN Better CHOICE Home Warranty freedom DEBT RELIEF Lemonade pawp Quicken Loans AmeriSave Mortgage Corporation byte credible IVL International Van Lines lendingtree pumpkin SELECT % of platform revenue S1 Note: Metrics as of March 2021 YoY Growth: 150% 59 Q1'20 Q1'21 5% 12% 25#26Subscription: Land and Expand with Existing and New Products Continue to Acquire More Subscribers 861 CAGR 49% 1,902 2018 2020 Launch New Products > TOTAL Adblock TOTAL WebShield High Subscriber Retention Drives Net Revenue Growth Total $42 $108 Current Year Subs 30% 44% Prior Year Subs 70% 56% 2018 2020 Increase ARPU1 +$50 $79+ $29+ 2018 S1 1. Based on 2018 customer cohort; ARPU is calculated as billings adj. revenue divided by end of year subscribers for the cohort 2020 26#27Strategic M&A Can Drive Upside to Our Projections S1 =-8 Focus on Proprietary Deals & Growth Synergies RAMP is Built to Facilitate Plug & Play M&A Target Rich Environment 27 22#28We Have a Successful & Growing M&A Track Record Acquisition Develop and augment new user acquisition channels Build strong brands in focus markets or verticals Diversify monetization capabilities O&O Product Extension Accelerate international growth Startpage Strong consumer brand for private search with significant international presence Significant day 1 acquisition synergies due to superior System] monetization terms and UI testing platform to improve RPS Migration to RAMP framework led to further RPS improvements Search RPM Growth Under System] $6.83 $14.02 MapQuest M CONCOURSE MEDIA Startpage info.com Qool infospace LTM as of 12/31/18 Q1'21 • • MapQuest Strong consumer brand and travel-related search engine Underinvested by previous owner Superior display monetization from RAMP drove 32% increase in site monetization within 1 month of acquisition close Migration to RAMP led to significant opportunity to acquire and monetize traffic • Q3 2020 up 17% YoY vs Q3 2019 (pre- acquisition), despite headwinds from COVID Site RPM Growth Under System1 $27.40 $9.71 3x- LTM as of 9/19/19 Q1'21 28 S1 Note: "RPM" refers to page revenue per thousand impressions; "RPS" refers to revenue per session; "O&O" refers to Owned & Operated#29High Priority M&A Opportunities S1 CURRENT FOCUS AREAS RAMP bolt-on technology Accelerate existing business lines Enter adjacent markets a 000 000 29#30Founder-Led Team With an Exceptionally Deep Bench S1 300+ Employees 50% Of employees in engineering, product, & data science Michael Blend CEO & Co-Founder Tridivesh Kidambi CFO Paul Filsinger President Demand Demand Media infogroup Media WHIP MEDIA GROUP Qool (StealtheDeal EY WORLD WIDE INTERACTIVE EZ Texting SEND SMARTER 52% 52% Pro-forma founder ownership post transaction Jen Robinson Chief Technology Officer Beth Sestanovich Chief People Officer ZEFRA Big frame SAP CarsDirect LAWEEKLY Los Angeles Times Brian Coppola Chief Product Officer @conion yahoo! AMOBEE direct 30#31Financial Performance S1 31#32Financial Highlights S1 A Rule of 40 Business 1 Strong Revenue Growth and Profitability 2 Diverse Business Model 3 4 5 Generating Revenue Across Verticals Through Advertising and Subscriptions Strong and Consistent Organic Growth RAMP Platform Enables Continuous Optimization Driving Operating Leverage Exceptional M&A Track Record Established History of Driving Significant Growth by Leveraging RAMP Platform on M&A Strong Alignment with Shareholders Founder-led Management Team Heavily Invested with Substantial Ownership 32 42#33Rule of 40 Company Strong Growth Trajectory & Track Record of Profitability Pro Forma Billings Adj. Revenue ($ in millions) Pro Forma Billings Adj. Gross Profit ($ in millions) Projections Projections $260 Pro Forma Billings Adj. EBITDA ($ in millions) Projections '18-'22E CAGR: 31% $580 $906 $763 $183 $155 18-'22E CAGR: 26% $59 $208 $47 $152 $139 $16 $108 $450 $155 $104 $64 $676 $120 $305 $102 $566 $100 $42 $80 $434 $348 $228 $35 2018 $38 2019 $38 2020 $42 2021E $47 2022E $33 $37 $36 $41 $46 ($1) ($9) 2018 2019 2020 2021E 2022E '18-'22E CAGR: 32% $79 $80 $120 $158. 17% 18% 16% $52 14% 17% 2018 2019 2020 2021E 2022E S1 Owned & Operated Properties Subscription Network Partners % Margin 33 Note: Pro Forma Billings Adj. Revenue, Pro Forma Billings Adj. Gross Profit, and Pro Forma Billings Adj. EBITDA are all billings based metrics with respect to subscription revenue. Historical periods include pro forma consolidation of pre-acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings.#34A Highly Diversified Business Model Diversified Across Verticals and Acquisition Channels Billings Adj. Revenue by Vertical Leisure & Lifesytle Home & Garden Revenue by Acquisition Channel¹ Other Social Display Health Organic Resiliency through COVID Pro Forma Billings Adj. Gross Profit² ($ in millions). 21% Resilience through COVID19 $49 Other Jobs & Education Retail Autos Travel & Tourism Privacy/ Security Subscription Search Business & Technology Finance Native $35 $31 $32 Network Partners $41 $39 $37 $27 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2019 2020 Relationships with search networks enable vertical diversification RAMP identifies & scales marketing across the most efficient channels Diversification Leads to Resilient Business Model Note: Metrics are for the twelve months ended March 2021 on a pro forma basis Excludes subscription revenue from owned and operated due to lack of comparability of renewal billings subscription revenue to acquisition channel Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. Gross Profit are both billings based metrics with respect to subscription revenue. Historical periods include pro forma consolidation of pre-acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings. S1 1. 2. 34#35Acquisition of Protected Drives Our Subscription Business Customer Count (in millions) Subscription Adj. Gross Profit Subscription Adj. Revenue ($ in millions) ($ in millions) 2.7 2016 Cohort 2018 Cohort 2017 Cohort 2019 Cohort $120 2020 Cohort ■2021E Cohort 0.9 '18 -'21 CAGR: 46% 1.9 1.2 2018 2019 2020 2021E $90 $60 $30 18 '21 CAGR: 32% $0 2017 2018 2019 2020 2021E 85%+ from Existing Customers Highly Predictable Recurring Revenue Model ($1) ($9) $16 $47 2018 2019 2020 2021E #1 System] has been investor & partner since 2018 #2 Prior period investments in customer acquisition provides revenue lift in 2021 and beyond #3 Strong pipeline of new subscription products provides platform for long- term growth #4 Became profitable on a billings basis in Q4 20 S1 Note: Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. Gross Profit are both billings based metrics with respect to subscription revenue. Historical periods include pro forma consolidation of pre-acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings. 35#36Historical and Projected Financial Detail Pro Forma Billings Adj. Revenue Owned & Operated Properties Network Partners Advertising Total Subscription Total 2018 2019 2020 2021E ($ in millions) 2022E $228 35 $263 $348 38 $386 $472 $434 38 $566 $608 42 $676 47 $723 42 64 108 155 183 $305 $450 $580 $763 $906 48% 29% 32% 19% YoY Growth Pro Forma Billings Adj. Gross Profit Owned & Operated Properties $80 $102 $100 $120 $155 Network Partners Advertising Total Subscription Total % Margin 33 37 36 41 46 $113 $140 $136 $161 $201 (9) (1) 16 47 59 $104 $139 $152 $208 $260 34.2% 30.9% 26.3% 27.3% 28.7% Operating Expense $52 $60 $72 $88 $102 Pro Forma Billings Adj. EBITDA $52 $79 $80 $120 $158 % Margin 17.1% 17.6% 13.8% 15.8% 17.4% YoY Growth 52% 1% 50% 31% Less: Capitalized Software ($5) ($6) ($6) ($7) Less: Capital Expenditures ($1) ($1) ($0) ($0) 哥哥 ($9) ($0) Adj. Free Cash Flow $47 $72 $73 $113 $149 Adj. FCF/Billings Adj. EBITDA 89.6% 91.3% 91.8% 94.1% 94.5% S1 Note: Pro Forma Billings Adj. Revenue, Pro Forma Billings Adj. Gross Profit and Pro Forma Billings Adj. EBITDA are billings based metrics with respect to subscription revenue. Historical periods include pro forma consolidation of pre-acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings. 36#37Investment Highlights ✓ J A fast growing and profitable business RAMP platform provides a strong and sustainable competitive advantage A highly diversified business across its marketing and monetization capabilities Proven M&A capabilities Strong, industry-experienced and founder-led management team S1 52 37#38Transaction Overview S1 38#39Transaction Overview Sources and Uses ($m)1 Pro Forma Valuation ($m) Sources Amount % Valuation Amount PF Shares Outstanding 128.5 SPAC Cash $518 34% Share Price $10.00 S1/Protected Equity Rollover Term Loan Debt² Cash on Balance Sheet 668 43% PF Equity Value $1,285 325 21% (+) PF Net Debt³ 150 28 2% PF Enterprise Value $1,435 Total Sources $1,538 100% PF EV/2021E PF Billings Adj. EBITDA 11.9x PF Net Debt/2021E PF Billings Adj. EBITDA 1.2x 2021E PF Billings Adj. EBITDA $120 Uses Amount % Cash to Court Square $250 16% Pro Forma Ownership4 Founder Shares Cash to S1 / Protected Management 213 14% 8% Cash to Balance Sheet 175 11% S1/Protected Management Rollover 668 43% Paydown Existing Debt 178 12% SPAC Investors 40% S1/Protected Management 52% Fees & Expenses Total Uses 55 $1,538 4% 100% Note: Assumes no redemptions; The transaction provides for 100% backstop in the case of Trebia shareholder redemptions. The $518 million of cash held in Trebia's trust account is backstopped by the $200 million equity commitment from Cannae, together with $218 million of the BofA Securities debt commitment, which will be utilized as a backstop for potential future redemptions by Trebia public stockholders. This in conjunction with the potential for management to roll additional equity creates a 100% backstop for potential future redemptions. Sources and uses represent the merger of both Protected and System] into Trebia Acquisition Corp. $400m of total committed debt Represents debt of $325m less cash of $175m Excludes impact of warrants, excludes 1.45m sponsor shares and 1.45m sponsor shares which are transferred to management (both are restructured as an earnout at a $12.50 threshold). Includes 66.75m existing shareholders rollover shares, 10.00m SPAC sponsor shares, and 51.75m SPAC investors shares 1. 2. 3. S1 4. 39#40Defining System1's Public Comparables S1 Leading User Acquisition & Monetization Businesses EVERQUOTE J2 lendíngtree® GLOBAL MediaAlpha QUINSTREET Taboola TechTarget 40 40#41Peer Trading Analysis - Operational Benchmarking Median: 20.2% 2020-2021 Revenue Growth 31.7% 26.8% 24.4% 21.9% 20.2% 17.4% 74.0%- 71.9% SYSTEM EVERQUOTE O (1) TechTarget Taboola lendingtree Media Alpha J2 QUINSTREET GLOBAL EBITDA Margin 15.8% 6.5% 33.8% 12.9% 9.4% 28.5% 40.0% 9.2% Median: 16.0% 2021-2022 27.8% Revenue Growth 18.6% 19.1% 16.3% 16.0% 13.3% 10.4%- 6.8% SYSTEM EBITDA Margin 17.4% CAMediaAlpha EVERQUOTE lendingtree Taboola TechTarget QUINSTREET J2 GLOBAL 10.3% 7.8% 16.6% 27.7% 34.1% 10.4% 40.1% Source: FactSet (as of 6/25/21) S1 Note: System] metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA; Metrics for comparable companies presented are calculated on a Revenue & Adj. EBITDA basis. 1. 2020 financials for TechTarget are pro-forma for the BrightTALK acquisition. 41#42Peer Trading Analysis – Valuation Benchmarking - TEV / 2021 EBITDA TEV / 2022 EBITDA 11.9x 46.5x Median: 24.6x 34.4x 28.6x 24.6x 17.1x 15.7x 11.7x SYSTEM Media Alpha EVERQUOTE lendingtree QUINSTREET Taboola J2 TechTarget GLOBAL 9.1x SYSTEM 33.2x 25.0x 24.1x 16.4x 14.0x Median: 16.4x 137x_ 10.9x CAMedia Alpha TechTarget EVERQUOTE lendingtree Taboola QUINSTREET J2 GLOBAL Note: System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA; Metrics for comparable companies presented are calculated on a Revenue Source: FactSet (as of 6/25/21) S1 & Adj. EBITDA basis. 42#43Regression: TEV/EBITDA vs. Revenue Growth S1 TEV / 2022 EBITDA 35.0x 30.0x 25.0x T 20.0x T 15.0x T ד 10.0x J2 GLOBAL 5.0x 5.0% O TechTarget EVERQUOTE lendingtree QUINSTREET Taboola 10.0% 15.0% SYSTEM I 20.0% 2021-2022 Revenue Growth Media Alpha R² = 70.6% 25.0% 30.0% Source: FactSet (as of 6/25/21) Note: System1 metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA; Metrics for comparable companies presented are calculated on a Revenue & Adj. EBITDA basis. 43#44Appendix S1 44#45System1 GAAP Historical Statement of Operations Revenue 2018 $269 ($ in millions) 2019 2020 $407 $476 Operating Costs and Expenses Cost of revenues 183 276 341 Salaries, commissions, and benefits 42 48 56 Selling, general, and administrative 26 20 23 Depreciation and amortization 6 11 14 Total operating costs and expenses $257 $355 $433 Operating Income 12 52 43 Interest Expense Other Expense Income Tax Expense Net Income (Loss) Net Income (Loss) from Continuing Operations 19 26 24 1 1 2 ($7) $24 $16 (2) 24 Net Income (Loss) Attributable to Non-Controlling Interest Net Income (Loss) Attributable to S1 Holdco (5) (7) (15) 9 47 64 25 16 S1 Note: 2020 and 2019 figures are from 2020 audit, 2018 figures are from 2019 audit. System1 Holdco's Protected.net investment in 2018 and divestiture in 2020 are presented as discontinued operations in all periods. 2018 figures include Protected.net, while it is excluded from 2019 and 2020. 45#46Protected GAAP Historical Statement of Operations ($ in millions) S1 Revenue Cost of revenues Gross Profit Administrative Expenses Other Operating Income Interest Payable and Similar Expenses (Loss) Profit Before Taxation Tax on (Loss) / Profit (Loss) / Profit for the Financial Year 2019 2020 $53 $91 (12) (18) $41 $73 (61) (91) 2 О ○ (20) (16) O ($20) ($16) 46#47Net Income to Pro Forma Billings Adj. EBITDA Reconciliation S1 Holdco GAAP Net Income Taxes Interest D&A S1 Holdco GAAP EBITDA 2018 ($2) 2019 $24 1 2020 $16 2 ($ in millions) Non-cash adjustments related to foreign exchange and asset disposals 19 26 24 2 Comprised of distributions to equity holders and non-cash stock based compensation 6. 11 14 $23 $62 $56 3 Business lines discontinued in 2020 1 1 о 1 Other Income/Expense 2 Stock-Based Compensation 3 Discontinued Business Lines Non-Recurring & Restructuring 5 Acq-Related Adjustments (includes Protected) 14 12 9 4 (6) (1) 1 Includes acquisition related fees and other non-recurring charges 1 (9) (17) 112 12 3 13 Pre-acquisition EBITDA for acquired businesses Pro Forma Adj. EBITDA $45 $68 $62 6 Adjustment for Difference Between GAAP Revenue and Billings Pro Forma Billings Adj. EBITDA $7 $7 $11 $18 GAAP to billings adjustment for subscription business $52 $79 $80 S1 Note: Pro Forma Billings Adj. EBITDA is a billings based metric with respect to subscription revenue. Historical periods include pro forma consolidation of pre-acquisition results. This metric adjusts our similarly titled financial metrics for differences between revenues and billings. The company is not able to reasonably reconcile Pro Forma Billings Adj. EBITDA to net income for 2021 and 2022 due to the uncertainty around certain components of GAAP Net Income, including the future mix of subscription terms for existing and new customers, and stock based compensation. 47#48GAAP Revenue/Gross Profit to Pro Forma Billings Adj. Revenue/Gross Profit Reconciliation ($ in millions) 2018 2019 2020 Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 GAAP Revenue $269 $407 $476 $86 $96 $97 $128 $123 $100 $117 $136 Discontinued Business Lines (53) (40) (6) (9) (11) (8) (13) (5) (0) 2 Acq-Related Adjustments (includes Protected) 82 72 92 20 18 19 15 19 22 22 26 25 Pro Forma Revenue $298 $439 $562 $97 $103 $108 $131 $136 $122 $143 $161 Adjustment for Difference Between GAAP Revenue and Billings 7 11 18 3 1 1 5 4 5 2 6 Pro Forma Billings Adj. Revenue $305 $450 $580 $100 $104 $110 $136 $141 $126 $145 $167 GAAP Gross Profit $86 $132 $135 $27 $31 $33 $41 $36 $26 $33 $39 Discontinued Business Lines (0) (5) (0) 2 Acq-Related Adjustments (includes Protected) 12 1 흐흐 (1) (2) (1) (2) (0) (0) (0) 2 2 2 (4) (3) (4) 3 4 Pro Forma Gross Profit $97 $128 $135 $28 $31 $34 $36 $33 $22 $37 $43 Adjustment for Difference Between GAAP Revenue and Billings 7 11 18 3 1 1 5 4 5 2 6 Pro Forma Billings Adj. Gross Profit $104 $139 $152 $31 $32 $35 $41 $37 $27 $39 $49 Business lines discontinued in 2020 2 Pre-acquisition revenue and gross profit for acquired businesses Note: Pro Forma Billings Adj. Revenue and Pro Forma Billings Adj. Gross Profit are billings based metrics with respect to subscription revenue. Historical periods include pro forma consolidation of pre-acquisition results. These metrics adjust our similarly titled financial metrics for differences between revenues and billings. The company is not able to reasonably reconcile Pro Forma Billings Adj. Revenue and Gross Profit to their corresponding GAAP metrics due to uncertainty around certain components of GAAP revenue, S1 including the future mix of subscription terms for existing and new customers. 3 GAAP to billings adjustment for subscription business 48#49Peer Public Market Data ($ in millions) EBITDA Margins Share Market Enterprise TEV / Rev TEV/EBITDA Revenue Growth EBITDA Growth Company Price Cap ($mm) (1) Val ($mm) (2) CY21E CY22E CY21E CY22E CY21E CY22E CY21E CY22E CY21E CY22E SYSTEM (3) NA NA $1,4354) 1.9x 1.6x 11.9x 9.1x 31.7% 18.6% 50.4% 30.9% 15.8% 17.4% User Monetization J2 $138.60 $6,768 $7,954 4.7x 4.4X 11.7x 10.9x 14.0% 6.8% 10.3% 7.0% 40.0% 40.1% GLOBAL lendingtree 222.50 3,075 3,513 3.2 2.7 24.6 16.4 21.9% 16.3% 15.2% 50.2% 12.9% 16.6% MediaAlpha 43.74 2,856 3,085 4.4 3.4 46.5 33.2 20.2% 27.8% 14.1% 40.1% 9.4% 10.3% Taboola 10.23 2,585 2,000 4.5 3.9 15.7 14.0 17.4% 16.0% 19.8% 12.6% 28.5% 27.7% (5) 79.10 2,258 2,388 9.7 TechTarget 97 8.5 28.6 25.0 24.4% 13.3% 37.1% 14.4% 33.8% 34.1% EVERQUOTE 33.87 1,022 986 2.2 1.9 34.4 24.1 26.8% 19.1% 55.9% 42.6% 6.5% 7.8% QuinStreet 18.64 1,021 932 1.6 1.4 17.1 13.7 11.9% 10.4% 26.0% 24.5% 9.2% 10.4% User Monetization Mean 4.3x 3.8x 25.5x 19.6x 19.5% 15.7% 25.5% 27.3% 20.1% 21.0% User Monetization Median 4.4x 3.4x 24.6x 16.4x 20.2% 16.0% 19.8% 24.5% 12.9% 16.6% Source: Company filings, Factset, Capital IQ and Wall Street research. Note: Market data as of June 25, 2021. Financial data excludes amortization of intangibles, the impact of stock-based compensation expense and one-time charges. Market Value based on diluted shares outstanding. Enterprise Value = Market Value + Total Debt + Preferred Stock + Minority Interest - Cash & Equivalents - Short-Term Investments - Long-Term Investments. System] metrics are based on Pro Forma Billings Adj. Revenue & Pro Forma Billings Adj. EBITDA. 1. 2. 3. S1 4. Assumes current net debt of $150mm. 5. 2020 financials for TechTarget are pro-forma for the BrightTALK acquisition. 49 49#50Summary Risk Factors The list below is a summary of risks that apply to our business and industry, but does not intend to cover all the risks that may apply to our business or operations or the industries in which we operate. Our business, financial condition or results of operations could be materially and adversely affected by any of the risks listed below, as well as other risks not otherwise identified. Risks related to our business and industry that you should consider and evaluate with respect to the Company, include, but are not limited to: If our responsive acquisition marketing platform (RAMP) is unable to acquire users with relevant commercial intent to our internet properties or those of our advertisers, we and our network partners may not be able to profitability monetize such users. If we are unable to provide value to our network partners, they may decline to utilize our monetization offerings for such acquired users, which would harm our future revenue and operating results. To the extent that search engines, applications available through app marketplaces and/or social media platforms upon which we rely for users and first party data limit or increasingly limit, eliminate or otherwise affect our ability to collect, access, process and/or use data about or derived from our users or subscribers, including profile elements such as IP address, device or browser type, or search query, our business, financial condition and results of operations could be adversely affected. We rely on large-scale marketing partners, such as Google, Facebook and Taboola, and our network partners for a significant portion of our user traffic. Traffic acquired and/or referred through these marketing partners also provides [first party] data that improves the predictive power of our responsive acquisition marketing platform, which we leverage to deliver users with the relevant commercial intent to our advertisers or our subscription offerings. If we are unable to maintain relationships with our marketing partners, our business, financial condition and results of operations could be adversely affected. Recently announced or implemented changes around data privacy and information sharing from some of the largest internet search engines, advertising networks, social media platforms, mobile and desktop operating systems and mobile application marketplaces, including those from operated by Apple and Google, may have a negative impact on our business by reducing the availability of data inputs that inform our RAMP platform and drive our results of operations. Any decline in the supply of advertising or any increases in the costs of this advertising could negatively impact our profitability on monetized traffic by reducing the advertiser demand for available advertising inventory. In addition, if the cost to acquire users through our various marketing partners increases, it may hinder our ability to achieve our anticipated growth plan due to lower volumes of acquired users. Marketing or customer acquisition efforts designed to drive users to our various internet properties at sufficient scale to take advantage of our RAMP platform may not be successful or cost-effective. Our ability to market our internet properties across our user acquisition channels is subject to the policies of the relevant third party seller, marketing affiliate or publisher, including search engines and social media platforms with high levels of traffic driving users. Some of our competitors may be more competitively well-positioned in geographical areas or be able to take better advantage of user demographics or other key attributes, and reduce our overall effectiveness in geographic markets or advertising verticals that we currently serve or may serve in the future. Our inability to continue to innovate and compete effectively against new advertising products or service offerings, or quickly adjust to changing market or pricing dynamics vis a vis our competitors could result in reduced levels of engagement of our users and lower monetization yields, which could adversely affect our business, financial condition and results of operations. Our revenue is dependent on our arrangements with our key monetization partners, including Google and Bing, and any adverse changes in these agreements could adversely affect our business, financial condition and results of operations. These arrangements also have significant operational and contractual requirements that we must adhere to, and therefore we are subject to their practices, policy guidelines and dependent on maintaining these relationships with superior policy and network compliance, platform enhancements and diligent partner vetting and onboarding. These agreements may generally be terminated immediately or with minimal notice and may not be renewed in the future on the same terms and conditions that we currently operate or at all, and the products and monetization services provided under these key arrangements may not be easily replaced with other providers or on substantially comparable terms. We operate in a highly competitive environment, with a consistent and growing stream of new products and entrants, improved service offerings, frequent technological developments, changes in industry and regulatory standards, and changes in customer requirements and preferences, and we may not be able to sufficiently keep pace with these developments and offerings or evolving technology. Our future growth plans rely on increasing and improving our direct relationships with advertisers across many industries or verticals, many of which have longer payment cycles than our current group of network partners. We are subject to risks associated with credit card payments, including credit card fees, which may increase over time, chargebacks due to fraud or cancellations and the reliance on third-party vendors for payment processing services. Our projected financial results are based on assumptions that may not materialize and are subject to uncertainties, and our actual results may be materially different. S1 50#51Summary Risk Factors (Continued) Our ongoing business and future prospects would be harmed if there are significant or sudden changes to technologies currently integrated into our RAMP platform, which drives a significant portion of our business, including new versions or upgrades of mobile or desktop operating systems, search engine algorithms and internet browsers that adversely impact the process by which third party publishing sites or search networks interface with our RAMP platform. Should the providers of key technology or systems that inform and provide data inputs to our RAMP platform, particularly web browsers, search engines, mobile applications, advertising exchanges and native advertising networks, further block, constrain or restrict our ability to offer or change search properties, or materially change their guidelines, technology or the way they operate, our ability to generate revenues from our users' search activity could be significantly reduced. Events that could adversely impact our brands and brand-building efforts include: product and service quality concerns, consumer complaints or lawsuits, changes in consumer and data privacy laws impacting our practices, lack of awareness of the policies of our various businesses or how they are applied in practice, our failure to timely respond to a user, service professional or partner feedback, ineffective advertising, inappropriate or unlawful actions taken by users, actions taken by governmental or regulatory authorities, data protection issues and security breaches and related bad publicity. Our revenue and operating results depend significantly on our ability to retain our existing customers, and add new customers (including network partners), and any decline in our retention rates or failure to add new customers will harm our future revenue and operating results. Our success depends, in part, on the integrity, quality, efficiency and scalability of our network systems, technology and infrastructure, and those of key third parties on which we rely, including cloud and/or data processing and data warehousing service providers. We rely on complex and integrated information technology systems and networks to operate our business, including deploying our RAMP platform. Any significant system or network disruptions could expose us to legal liability, impair our reputation or have a negative impact on our business, financial condition and results of operations. We may not be able to protect our network systems, technology and infrastructure from the increasing and evolving threat of cyberattacks, or insulate ourselves from cyberattacks experienced by third parties. Improper access to, or misappropriation, destruction or disclosure of confidential, personal/consumer or proprietary data as a result of employee or vendor malfeasance, cyber-attacks, malware and insufficiently protected I.T. systems and/or networks could result in financial loss, regulatory scrutiny, legal liability or harm to our reputation. We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities on internet advertising or transactions or on our businesses generally. The market for programmatic and performance-based advertising is relatively new and evolving rapidly. If this market develops slower or evolves differently than we expect, our business, growth prospects and financial condition would be adversely affected. Our overall business is sensitive to general economic conditions or trends, particularly those that adversely impact advertising spend levels, consumer confidence and consumer spending behavior. Our inability to effectively manage our future growth could cause our businesses to suffer, which could have an adverse effect on our financial condition and operating results. We anticipate that our future growth will require substantial financial and other resources, including to complete targeted acquisitions in strategic or complimentary areas, continue research and development of new and enhanced products and services, invest in our product and engineering teams and continue to develop, design and secure our I.T. network and systems, and some of these significant investments may not yield anticipated returns. Advertisers and our network partners can use alternative supply and demand-side platforms, advertising networks and/or advertising exchanges for their programmatic digital advertising buying and selling or customer acquisition needs instead of leveraging our RAMP platform. The success of our advertising and marketing businesses also depend, in part, on our ability to continue competing for market share of available advertising expenditures and budgets, as more traditional offline and emerging media companies continue to enter the online advertising marketplace. Our business depends on consumers' continued and unimpeded access to high-speed internet, and the development and maintenance of the global internet infrastructure. Unfavorable global economic conditions, including as a result of health, safety, travel and spending/saving concerns related to the impacts of the COVID-19 pandemic, could adversely affect our business, financial condition or results of operations. The extent to which ongoing and future developments related to the global impact of the COVID-19 pandemic and related vaccination measures designed to curb its spread continue to impact our business, financial condition and results of operations, all of which are highly uncertain. Many of these ongoing and future developments are beyond our control, including the speed of contagion, the development, distribution and implementation of effective preventative or treatment measures, including vaccines (and vaccination rates), the scope of governmental and other restrictions on travel, discretionary services and S1 other activity, and the public reactions and receptiveness to these developments. 51#52Summary Risk Factors (Continued) • . We are, and may in the future become, subject to a variety of international, federal, state and local laws and regulations, as well as evolving industry standards and practices, including those affecting consumer privacy and data protection, advertising regulations, and overall internet-based policies, many of which are changing rapidly, and in some cases, are inconsistent and conflicting or subject to differing interpretations, all of which could subject us to claims or otherwise harm our business. Our actual or perceived failure to protect consumers' personal information and/or data, or our ability to engage in business practices that respect users' privacy could damage our reputation and brand and harm our business and operating results. If any of the search engines, applications available through various app marketplaces or social media platforms through which we source our traffic, and/or distribute and monetize our products and services were to experience a data or security breach, third parties could gain unauthorized access to our systems and networks as well as the first party data that we maintain with respect to our users and subscribers, all of which could indirectly harm the reputation of our brands and businesses and, in turn, adversely affect our business, financial condition and results of operations. Our failure to meet content and inventory standards and provide services that our advertisers and inventory suppliers trust could harm our brand and reputation and negatively impact our business, financial condition and operating results. We may not be able to adequately protect or prosecute our intellectual property rights. Federal, state and international laws regulating telephone and messaging marketing practices and internet advertising impose obligations on advertisers, which could increase our costs or reduce our ability to expand our business. Failure to comply with industry self-regulation could harm our brand, reputation and business. International expansion subjects us to additional costs and risks that can adversely affect our business, financial condition and operating results. Future acquisitions, strategic investments or third-party alliances could disrupt our business and harm our financial condition and operating results. We may become involved in litigation that could damage our reputation with our monetization partners and/or network partners, and which could also harm the value of our business. Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain highly skilled, diverse and talented individuals, particularly those with significant relevant industry experience across internet advertising, product development, engineering, technology infrastructure and data science to build out our business teams and maintain our senior management team. We have entered into, and may in the future enter into, credit facilities which may contain operating and financial covenants that restrict or otherwise limit our business and financing activities, including our ability to acquire assets or businesses, invest in ancillary businesses and make capital expenditures. Exposure to foreign currency exchange rate fluctuations could negatively impact our operating results. Risks related to the business combination, including that: The business combination may not achieve the expected or anticipated synergies and benefits of combining System] and Protected, and the integration of these businesses may be more difficult than anticipated. The post-business combination company will be a holding company, and its only material assets after completion of the business combination will be its interests in System1 and Protected. As a result, it will be dependent upon distributions made by its subsidiaries to pay taxes, make payments under the tax receivable agreement and pay any dividends. If the business combination's benefits do not meet the expectations of investors or securities analysts, the market price of the acquiror's securities or, following the closing, the post-business combination public company's securities, may decline. If we fail to maintain an effective system of internal control over financial reporting in the future, including as required under Section 404(a) of the Sarbanes-Oxley Act, we may not be able to accurately or timely report our financial condition or results of operations. Following the consummation of the business combination, the post-business combination company will incur significantly increased operating expenses and administrative burdens as a public company, including expenses and increased personnel related to legal, accounting, financial reporting and regulatory matters. S1 52 62