Responsive Acquisition Marketing Platform (RAMP)

Summary 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

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