Our officers and directors are as follows: Name Age Position Paul J. Salem 57 Chairman and Director Martin J. Mannion 61 Chief Executive Officer and Director Christopher S. Satti 37 Chief Financial Officer Fredric A. “Freddy” Flaxman 36 Chief Operating Officer William D. “BJ” Jenkins, Jr. 55 Independent Director Janet L. Rollé 59 Independent Director William J. Teuber, Jr. 69 Independent Director Eileen J. Voynick 66 Independent Director Paul J. Salem, Chairman of the Board of Directors: Mr. Salem is a Senior Managing Director Emeritus of Providence Equity, a world-leading private equity firm specializing in the media and communication industries. He served for 27 years as a senior managing director on Providence Equity’s investment team and served as a member of the investment committee and management committees helping grow Providence Equity from $171 million in assets to over $50 billion in his years of service. In 1999, Mr. Salem established the London office for Providence Equity and in 2008 helped start Providence Equity’s credit affiliate Benefit Street Partners. In 2014, Mr. Salem led the purchase of Merganser, a Providence Equity affiliate and in 2017, helped start Providence Public, a long/short hedge fund. Mr. Salem served as a director on many of Providence Equity portfolio companies, including Asurion, Eircom, Grupo TorreSur, Madison River Telecom, MetroNet (formerly AT&T Canada), PanAmSat, Tele1 Europe, Verio, Wired Magazine and several others. He received a BA from Brown University and an MBA from Harvard Business School. Mr. Salem currently serves as Chairman of the Board for MGM Resorts International, one of the largest integrated resort and casino operators in the world. MGM is at the forefront of the digital transformation and growth of real-money wagering in the U.S. as both online sports betting and casino become legal in an increasing number of states. This role provides Mr. Salem unique insight into the traditional entertainment aspects of gaming, as well as the secular trend of digital sports gaming that has been accelerated by COVID-19. Mr. Salem is also Chairman of the Board of MGM Growth Properties, a real estate investment trust. In addition, Mr. Salem is Chief Executive Officer and Founder of Salem Capital Management, a family office in Providence, Rhode Island focused on private equity and growth equity investments across media, technology, and consumer industries, and serves on the boards of Dentex Health, Recognition Media, Lola Restaurant Group, and Edesia Global Nutrition. Mr. Salem also serves as Chairman of the Board of Year Up, a national nonprofit that helps close the opportunity divide for urban young adults, Chair of the Board of Moses Brown High School and member of the advisory board of Brown University’s Carney Institute for Brain Science. Martin J. Mannion, Chief Executive Officer and Director: Mr. Mannion will serve as the Chief Executive Officer and a director, building on his own illustrious career in investment management. Mr. Mannion is a Senior Advisor and former Managing Director and Chief Investment Officer with Summit Partners, a global growth equity firm. He is also currently Chair of the Board of Managers of Summit Partners, LLC. Mr. Mannion joined Summit Partners in 1985, and he has led investments in and served as a board director of more than 35 companies, including eight public companies. He is currently a director of CareCentrix, Champion Windows, and Rockefeller Capital Management. His prior directorships include ABILITY Network (acquired by Inovalon), AdvaCare (Nasdaq: AVCR, acquired by Medaphis), American Dental Partners (Nasdaq: ADPI, taken private), Bartlett (acquired by Harvest Partners), Clinical Pathology Laboratories (acquired by Sonic Healthcare), Employee Benefit Plans (Nasdaq: EBPI), ImageAmerica (became MedAlliance, Nasdaq: MDAL), Lincare (Nasdaq: LNCR, later acquired by The Linde Group), Liquidnet, MDVIP (acquired by Leonard Green & Partners), Pharmaco Dynamics Research (merged with Applied Bioscience International Inc., Nasdaq: APBI), Sparta Systems (acquired by Thoma Bravo) and Sun Trading. Prior to Summit Partners, Mr. Mannion worked as a Systems Engineer at IBM Corporation. He holds an AB in economics from Princeton University and an MBA from Harvard Business School. 106 Mr. Mannion currently serves as the Chair of the Board of Up Academy, a charter school management company, as well as Chair-elect of Berklee College of Music and sits on the board of Regis High School in NYC. He has previously served on the boards of Big Brothers Big Sisters of Massachusetts Bay, Children’s Hospital Trust of Boston, Harvard Business School Board of Dean’s Advisors, and The Park School in Brookline, Massachusetts. In 2015, the Healthcare Private Equity Association (HCPEA) presented Mr. Mannion with its Russell L. Carson Award for lifetime achievement in healthcare investing. Christopher S. Satti, Chief Financial Officer: Mr. Satti is President of Salem Capital Management, a family office in Providence, Rhode Island focused on private equity and growth equity investments across media, technology, and consumer industries. Prior to heading Salem Capital Management, Mr. Satti spent nine years at Audax Private Equity, one of the leading middle market private equity firms in the United States. Mr. Satti was a senior leader of Audax’ San Francisco office, helped build and lead Audax’ business development function, and was involved in transactions across a variety of industries. According to Pitchbook, Audax was the most active private equity firm in the United States during his tenure at the firm. Prior to Audax, Mr. Satti was a strategy consultant at Monitor Group, where he consulted clients in the telecommunications, consumer, and healthcare industries. He also worked for a year as an Advisor to Boston Mayor Thomas M. Menino through the Harvard Business School Leadership Fellows Program. Mr. Satti received a BS summa cum laude from Georgetown University, where he was Valedictorian of the McDonough School of Business, and an MBA from Harvard Business School, where he was a Baker Scholar. In addition to serving on the boards of Recognition Media and Feast & Fettle, Mr. Satti serves on the board of the Providence Performing Arts Center and he and his wife are actively involved in several other charitable organizations. Fredric A. “Freddy” Flaxman, Chief Operating Officer: Mr. Flaxman is an experienced operator with a consistent track record of driving growth for companies at the intersection of data, content, and technology. Most recently, Mr. Flaxman served as Chief Digital and Development Officer of Creative Artists Agency, where he was responsible for the growth of the firm's non-agency businesses, company-wide strategy, and corporate data and digital initiatives. Prior to Creative Artists Agency, Mr. Flaxman served as Chief Operating Officer at Weather Group, the parent company of The Weather Channel, where his scope of responsibilities rapidly expanded to include oversight of digital and new business offerings, The Weather Channel radio network, all technology and video operations, corporate strategy, business development, and research. For his work at The Weather Channel, Mr. Flaxman was appointed to the Forbes 30 Under 30: Media list. Before joining The Weather Company, Mr. Flaxman served as a member of the News and Multimedia Strategy team at Bloomberg LP, where he worked in collaboration with executive leaders on key strategy and business development initiatives. He began his career at McKinsey & Co., consulting for sports leagues and media companies in the firm’s Media and Entertainment practice. He graduated with honors from Princeton University and with an MBA from Harvard Business School. Mr. Flaxman currently sits on the Board of Advisors for LunarCRUSH and Board of Directors for Recognition Media, the parent company of The Webby Awards. He is also an active supporter of Experience Camps, a non-profit seeking to transform the lives of grieving children through free, one-week summer camps around the country. William D. “BJ” Jenkins, Jr., Independent Director: Mr. Jenkins is the Chief Executive Officer of Barracuda Networks. Mr. Jenkins served in various roles, including as president, chief executive officer and as a member of the board of directors since November 2012. From April 1998 to November 2012, Mr. Jenkins served in various roles, including president of the Backup Recovery Systems division, at EMC Corporation, an information infrastructure company. He currently serves on the board of directors of Generac Holdings Inc. (NYSE: GNRC), a power generation management and solutions company. He also currently serves on the board of Sumo Logic, Inc. (Nasdaq: SUMO), a continuous intelligence software company. He previously served as a director of Nimble Storage, Inc., a flash storage solutions company, and Apigee Corporation, an application program interface software company. Mr. Jenkins holds a B.S. degree in general engineering from the University of Illinois and an M.B.A. degree from Harvard Business School. We believe that Mr. Jenkins is qualified to serve as a member of our board because of his experience in senior management positions at several technology companies. Janet L. Rollé, Independent Director: Ms. Rollé is the General Manager at Parkwood Entertainment, the media and management company founded by entertainer and entrepreneur Beyoncé. Ms. Rollé leads Parkwood’s business operations and development, including strategic partnerships and investments, finance, human resources, legal & business affairs, information technology, and marketing. Ms. Rollé has over 25 years of business leadership experience for global consumer media brands. In October 2020, Ms. Rollé was appointed as the first female, first African-American and first Independent Director of BuzzFeed, Inc. She has served as EVP & CMO for CNN Worldwide, overseeing the positioning and promotion of CNN’s multiple networks and services. Prior to joining CNN, 107 Ms. Rollé was BET Networks’ first-ever EVP & CMO. Before joining BET Networks, Ms. Rollé worked in senior roles at AOL and MTV Networks. She began her career at HBO, rising to Director of Marketing and New Media for HBO Home Video. For the past 10 years, Ms. Rollé has served as a Director of Carver Bancorp, Inc. (NASDAQ: CRV), one of the oldest and largest African-American managed banks in the US. During her tenure on the board, the bank has raised $55 million in capital. Ms. Rollé earned her MBA from Columbia University Graduate School of Business and a Bachelor of Fine Arts degree in Dance from the State University of New York at Purchase. We believe that Ms. Rollé’s significant operational expertise, deep knowledge of the global media sector and experience providing strategic direction to public and private companies qualify Ms. Rollé to serve as one of our board members. William J. Teuber, Jr., Independent Director: Mr. Teuber currently serves as a Senior Operating Principal at Bridge Growth Partners, a private equity firm based in New York. Mr. Teuber is also the former Vice Chairman of EMC Corporation, where he held the role from May 2006 until September 2016, when EMC Corporation was acquired by Dell Technologies, Inc. As Vice Chairman of EMC Corporation, Mr. Teuber focused on corporate strategy and business development in emerging markets, assisted with government relations and sponsored EMC Corporation’s largest customer accounts. From 2006 to 2012, he oversaw EMC Corporation’s global sales and distribution organization and was responsible for driving EMC Corporation’s growth and market leadership worldwide. He served as EMC Corporation’s Chief Financial Officer from 1996 to 2006. Prior to joining EMC Corporation, Mr. Teuber was a partner at Coopers & Lybrand LLP (now PriceWaterhouse Coopers). Mr. Teuber is a member of the Board of Directors and Lead Independent Director of Inovalon Holdings, a leading healthcare technology company based in Bowie, Maryland. He is also a member of the Board of Trustees for the Gregorian University Foundation, an organization formed to raise funds for the Jesuit University in the Vatican. Mr. Teuber previously served as a member of the Board of Directors of Popular Inc., a diversified financial services company that includes Banco Popular as a holding, from 2004 to 2019, including as Lead Independent Director from 2011 to 2019. He also previously served as a Trustee of The College of the Holy Cross in Worcester, Massachusetts, where he was Chairman of the Finance Committee and continues to serve on the Investment Committee, which oversees the endowment of the college. Mr. Teuber holds an M.B.A. degree from Babson College, a Master of Science in Taxation from Bentley College, and a Bachelor’s degree from The College of the Holy Cross. We believe that Mr. Teuber’s significant financial and accounting expertise, his extensive insight into the global big data and cloud computing technology marketplace, and his experience providing strategic direction to a large public technology company qualify Mr. Teuber to serve as one of our board members. Eileen J. Voynick, Independent Director: Ms. Voynick served as Chief Executive Officer of Sparta Systems, a leading provider of enterprise-quality management software solutions, from 2011 to 2018. Prior to joining Sparta Systems, she served as the Chief Operating Officer at Allscripts. Before Allscripts, she served as Executive Vice President of global sales, services, and support at Misys and served in various management positions at Oracle, SAP, Siebel Systems, Gartner, Ariba and Accenture. She served as a director at AdvancedMD from 2016 to 2018, as a member of the Board of Trustees and Executive Committee of Jefferson Health from 2017 to July 2020, as the Chair of the Board of Trustees of Philadelphia University from 2013 to July 2017, as a member of the Board of Trustees of Thomas Jefferson University from 2017 to July 2020, and as Chair of the Jefferson Academic Board of the Thomas Jefferson University from 2017 to 2019. Ms. Voynick currently serves on the board of directors of CDK Global, Inc. (Nasdaq: CDK), a leading provider of integrated data and technology solutions to the automotive, heavy truck, recreation, and heavy equipment industries, and r3, an enterprise blockchain technology company. As a result of her executive experience with Sparta Systems, as well as her positions as a senior executive at other technology and consulting organizations, Ms. Voynick provides our board with extensive and relevant executive leadership, software, sales and service, and technology industry experience. Number and Terms of Office of Officers and Directors We will have six directors upon completion of this offering. Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Teuber and Ms. Rollé, will expire at our first annual general meeting. The term of office of the 108 second class of directors, consisting of Mr. Jenkins and Ms. Voynick, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Mr. Mannion and Mr. Salem, will expire at our third annual general meeting. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of our founder shares may by ordinary resolution remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Mr. Jenkins, Ms. Rollé, Mr. Teuber and Ms. Voynick are “independent directors” as defined in Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, an affiliate of our sponsor has agreed to provide members of our management team with office space, secretarial and administrative services at no cost. In addition, our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, b