FL Entertaiment SPAC

Disclaimer (2/2) Use of Projections This document contains estimated or projected information including financial information with respect to the Combined Company, including Revenue, Annual Organic Revenue Growth, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Free Cash Flow, Adjusted Cash Conversion, Adjusted Net Income, Gross Gaming Revenue and Leverage. Such estimated or projected financial targets and objectives represent the Company's and PEACE's expectations in respect of these financial measures for the periods indicated. These financial targets and objectives constitute forward-looking statements, and are for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such estimated or projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See "Forward-looking Statements" below. Actual results may differ materially from the results contemplated by the estimated or projected financial information contained in this document, and the inclusion of such forward-looking statements in this document should not be regarded as a representation by any person that the results reflected in such estimates and projections will be achieved. Neither the Company's, PEACE's nor the Combined Company's independent auditors have audited, reviewed, studied, compiled, or performed any procedures with respect to the estimates or projections for the purpose of their inclusion in this document, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this document. Forward-Looking Statements This document includes statements, including financial and operational objectives regarding the Company or the Combined Company that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "predicts", "assumes", "potential", "annualised", "forecasts", "anticipates", "expects", "intends", "aims", "targets", "seeks", "continues", "could", "can have", "likely", "would", "may", "might", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Past performance of the Company and PEACE cannot be relied on as a guide to future performance of the Combined Company. Any forward-looking statements reflect the Company's and/or PEACE's current view and expectations with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Combined Company's, the Company's and/or PEACE's business, results of operations, financial position, liquidity, prospects, growth or strategies, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's and PEACE's records (and those of their affiliates) and other data available from third parties. Although each of the Company, PEACE and the Combined Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the Company and PEACE to successfully or timely complete the proposed Business Combination, including the risk that the approval of the shareholders of PEACE is not obtained; failure to realise the anticipated benefits of any future acquisitions; failure to realise the anticipated benefits of the contemplated Business Combination risks relating to the uncertainty of the projected financial information with respect to the Company; risks related to the rollout of the Combined Company's strategy; failure to acquire, develop, distribute or introduce new companies, formats or programmes; failure to retain or attract key personnel or creative talents; developments and changes in laws and regulations; the amount of redemption requests made by PEACE's public shareholders; the ability of PEACE or the Combined Company to issue equity or equity-linked securities in connection with the proposed Business Combination or in the future; the risk factors set out on pages 31-33 of this document and those risk factors discussed in the section "Risk Factors" in PEACE's prospectus dated 10 December 2021. Investors should read both complete sets of risk factors referred to above for a more complete discussion of the factors that could affect the Combined Company's future performance. If any of these risks materialises or the assumptions underlying these forward-looking statements prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor PEACE presently know or that the Company and PEACE currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements are not guarantees future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Combined Company, PEACE and eir affiliates or the industry to differ materially from those results expressed or implied in the Information by such forward-looking statements. No representation is made that any forward-looking statement will come to pass or that any of the Combined Company's financial targets and objectives or forecast result will be achieved. As a result, undue influence should not be placed on any forward-looking statement. Except as specifically set out above, we have not defined and do not intend to define by reference to any specific periods the terms "short-term" or "medium-term", and the financial targets and objectives should not be read as indicating that we represent or otherwise commit to achieve any of these metrics or objectives for any particular fiscal year or reporting period. Other than the 2022E EBITDA guidance as set out on pages 19 and 21 of this document, no statement in this document is intended to be nor may be construed as a profit forecast. Forward-looking statements speak only as of the date they are made. Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given. No Offer or Solicitation This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This document is not for publication or distribution, directly or indirectly, in or into the United States. This document does not constitute an offer of securities for sale into the United States. Any securities referred to in this document and herein have not been, and are not intended to be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the securities of the Company in the United States. The Information is only addressed to and directed at the limited number of invitees who: (A) if in member states of the European Economic Area, are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"); (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation and who are also persons (i) having professional experience in matters relating to investments falling under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"); or (C) if in the United States, are either (i) "qualified institutional buyers" as defined in Rule 144A of the Securities Act ("QIBs") or (ii) "accredited investors" within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act ("IAls"). The Information must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors. Any investment activity in the United Kingdom to which the Information relates is available only to Relevant Persons and may be engaged in only with Relevant Persons. Nothing in the Information constitutes investment advice and any recommendations that may be contained therein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. If you have received this document in any form whatsoever and you are not a Relevant Person, a QIB, an IAI, a Qualified Investor or otherwise able to receive this presentation without contravention of any legal or regulatory restrictions applicable to you, you must delete and/or destroy it immediately and not copy, reproduce or otherwise disclose it (in whole or in part). This document is being delivered in connection with proposed meetings of the Company and no copy of this document will be left behind after such meetings, if applicable. The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Final representations and warranties By attending any presentation in which this document is made available or by receiving this document through any other means, you warrant, represent, undertake and acknowledge that (i) you have read and agree to comply with the foregoing limitations and restrictions including, without limitation, the obligation to keep this presentation and its contents confidential, (ii) you are able to receive this presentation without contravention of any applicable legal or regulatory restrictions, (iii) you will not use this information in relation to any investment decisions (if any), (iv) if you are in the United States, you are either a QIB or an IAI, (v) if you are in a member state of the European Economic Area, you are a Qualified Investor and (vi) if you are in the United Kingdom, you are a Relevant Person. Failure to comply with these restrictions may constitute a violation of applicable securities laws. 36