Rally SPAC Presentation Deck

Investor Incentives Sponsor and Rally are escrowing shares to fund CVRs for supportive investors KEY POINTS ATA and Support Investors holding through the business combination will receive 1 share of Pubco stock and 1 contingent value right ("CVR") Rally and ATA's Sponsor will place into escrow 2,250,000 and 750,000 each, respectively, for a maximum of 3,000,000 shares intended to provide valuation protection to Investors via the CVR CVR Holders will receive additional shares based on trading price 18 months after closing; if prices are below prices that would earn Holders a simple annual return of 10% (based on redemption price at closing), subject to a maximum of 1 share per CVR The implied discount at which shareholders are purchasing their shares in Rally if all CVR shares are disbursed under this scenario gives investors downside protection of 42.5% Share Price at Settlement $3.00 $4.00 $5.00 $7.50 $10.00 $12.50 $15.00 CVRS per share owned at closing 1 1 1 1 1 1 Total Shares In Escrow (mm) 3. 3.00 3.00 3.00 3.00 3.00 3.00 Shares Shares Escrowed Disbursed per CVR per CVR 0.74 0.74 0.74 0.74 0.74 0.74 0.74 0.74 0.74 0.74 0.59 0.19 Total shares to CVR Holders 1.74 1.74 1.74 1.59 1.19 1.00 1.00 Total value at settlement 5.23 6.97 8.71 11.90 11.90 12.50 15.00 Note: CVR calculations assume gross proceeds as shown in the transaction slide, which implies a total of 3,000,000 shares available in order to provide incentives for a total of 4,076,750 shares held by non-redeeming and Support Investors. Changes in shares held by non-redeeming and support investors will affect the per-CVR share count, as it is held constant at 3,000,000. As per the Merger Agreement, "Support Investor" means the Sponsor, one or more affiliates thereof, and/or other investor(s) identified by the Sponsor or an affiliate thereof and reasonably acceptable to the Company. 25 rally

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