Subject to the non-managing sponsor investors purchasing the public units allocated to them in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price ($0.005 per share) to the non-managing sponsor investors reflecting interests in an aggregate of 4,166,667 founder shares (or 4,791,667 founder shares if the over-allotment option is exercised in full) held by the sponsor. Non-managing sponsor investors will have no right to control the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.