Our officers, directors and director nominees are as follows: Executive Officers Ivan Kaufman serves as our Chief Executive Officer and as the Chairman of our board of directors. Mr. Kaufman has extensive experience operating a diverse array of companies that spans four decades and numerous cycles. He is the Founder, Chairman, President and CEO of Arbor Realty Trust, Inc. (“ART”), a non-affiliate of our Company that is a leading multifamily and commercial real estate lender and real estate investment trust, which he took public in 2004. In addition, Mr. Kaufman is the Founder and CEO of Arbor Commercial Mortgage, LLC (“ACM”), an affiliate of our Company that is a multifamily finance company that Mr. Kaufman established in 1995. In 2016, ART formally acquired the agency lending platform of ACM. Mr. Kaufman was also the founder of Arbor National Holdings, Inc. (“ANH”), ACM’s predecessor, and of its lending subsidiary, Arbor Mortgage, Inc., which he created in 1983. ANH became publicly traded in 1992 and was sold to Bank of America in 1995. Mr. Kaufman earned a Bachelor of Arts in business administration from Boston University. We believe Mr. Kaufman’s significant investment experience, contacts and relationships make him well qualified to serve on our board of directors. Kevin Slawin serves as our Chief Strategy Officer and as a member of our board of directors. Dr. Kevin Slawin, M.D. is the Founder and Managing Partner at RCM. He is an experienced oncologic and robotic surgeon, biotech consultant, investor and founder of technology businesses focused on oncology, T cells and immunotherapy, among other breakthrough healthcare technologies. Dr. Slawin founded Bellicum Pharmaceuticals, Inc., which he took public in 2014. He also plays a guiding role in several investments managed by RCM. He serves on the board of directors of 3DBio Therapeutics, Inc., FIZE Medical, Inc., K2 Biolabs, LLC, Miami Medicos, LLC and Demeetra AgBio, Inc. In 2020, Dr. Slawin served as a board member and interim CEO of AsclepiX Therapeutics, Inc., where he helped steer their Series A financing round. Dr. Slawin earned a Bachelor of Arts in Biochemistry from Columbia University, and an M.D. from Columbia College of Physicians and Surgeons. We believe Dr. Slawin’s extensive investment experience, along with his vast expertise in the field of biotechnology make him well qualified to serve on our board of directors. Paul Elenio serves as our Chief Financial Officer. Mr. Elenio also currently serves as the Chief Financial Officer of ART, a position he has held since 2005. Mr. Elenio joined ANH, the predecessor company of ACM, in 1991. Throughout his tenure at ACM, Mr. Elenio has held the positions of Vice President, Controller, Vice President of Finance, and Senior Vice President, Finance. As Chief Financial Officer of ART, Mr. Elenio is responsible for overseeing all aspects of its financial operations, including financial reporting, tax planning, budgeting, the appropriate utilization of its capital, as well as its investor relations. Prior to joining ACM, Mr. Elenio was employed in Ernst & Young’s auditing department from 1989 to 1990. Mr. Elenio earned a Bachelor of Business Administration in Accounting from St. Bonaventure University. William Connolly serves as our Secretary & Vice President. Mr. Connolly also currently serves as the Executive Vice President & Special Counsel at ART. Mr. Connolly joined ART in 2007 and works with ART’s Chairman and other executives in structuring and implementing its various strategic and corporate 117 TABLE OF CONTENTS initiatives. He is also responsible for managing and negotiating significant transactions while ensuring coordination between third parties and the many departments across ART. In addition, he directs legal management of loan originations; asset purchases and sales; asset management activities, including loan restructuring and workouts; and collateralized loan obligation (CLO) structures. Prior to joining ART, Mr. Connolly was an associate at Kelley Drye & Warren LLP. Preceding that role, he was an associate at Kaye Scholer LLP. Mr. Connolly earned a Bachelor of Arts in Economics and Government from the University of Notre Dame and a Juris Doctor from Fordham University School of Law. John Natalone serves as our Treasurer. Since 2008, Mr. Natalone also has served as the Executive Vice President — Treasury and Servicing at ART, where he is responsible for managing all of ART’s financing and banking relationships. In addition, he oversees ART’s Treasury and Servicing operations and is a member of its loan committee. Mr. Natalone joined ANH, and held the title of Senior Director, Office of the President from 1991 to 1995, in which he assisted ANH’s President in running various business units. Prior to joining ART, Mr. Natalone held positions at GE Mortgage and Ernst & Young. Mr. Natalone earned a Bachelor of Science in Accounting from Pennsylvania State University and is a Certified Public Accountant. Board of Directors Cyrus D. Walker is a director nominee of our company and will commence his service upon the completion of this offering. Mr. Walker currently serves as the founder and Chief Executive Officer of The Dibble Group, an insurance brokerage and consulting firm he founded in 2018. From January 2000, he worked in several roles at Nemco Group, LLC — an insurance brokerage and consulting firm — including as its Co-Chief Executive Officer until April 2012, when it was acquired by a subsidiary of NFP Corp. Mr. Walker also founded and served as Chief Executive Officer of OSI Benefits, an insurance brokerage consulting firm from 1995 to January 2000. Mr. Walker serves as a board member of NFP Corp. and is also a board member of APi Group, a service provider of safety, specialty, and industrial services, as well as Houlihan Lokey, Inc. — a publicly held, global investment banking firm. Mr. Walker earned a Bachelor of Arts in Political Economy from Colorado College. We believe Mr. Walker’s lengthy and comprehensive experience in the investment banking field make him well qualified to serve on our board of directors. Avery Modlin is a director nominee of our company and will commence his service upon the completion of this offering. Mr. Modlin is a self-made executive who made his mark on the Manhattan real estate industry by age twenty seven. Mr. Modlin currently serves as the Chief Executive Officer of A. Modlin Consulting, a consulting agency he founded in 2015. In 2000, Mr. Modlin co-founded and served as Chief Executive Officer of The Modlin Group, a boutique real estate firm located in New York City. Before leading The Modlin Group, Mr. Modlin held the position of Senior Vice President of a private real estate firm which owned and managed multi-family assets in New York and Florida. Previously, Mr. Modlin held senior positions at The Carlton Group and Haves, Pine and Seligman, honing his experience in capitalizing commercial real estate with debt and equity. Additionally, Mr. Modlin has provided noted developers with consulting services in the areas of finance, development and management. Mr. Modlin couples his professional successes with active community and charitable work. He has served as Deputy Mayor and Trustee of Saddle Rock Village in Nassau County, New York, Chairman of the Board and President of the North Shore Hebrew Academy and Treasurer of the Great Neck Synagogue. We believe Mr. Modlin’s vast experience in private equity and investing makes him well qualified to serve on our board of directors. Ralph Mack is a director nominee of our company and will commence his service upon the completion of this offering. Mr. Mack currently serves as the Chief Executive Officer and Executive Chairman of Sightly Enterprises, Inc., a marketing and media technology company, focused on digital video advertising and analytics. For the past 28 years, Mr. Mack has invested in many startups, a majority of which are technology companies and many of which are digital marketing technology companies. He worked on Wall Street for 23 years where he brought companies public, raised debt capital and sold high yield bonds, at Bear Stearns and Prudential Securities. Mr. Mack currently sits on the advisory board of Lead Edge Capital, a venture capital and private equity firm. From January 2012 to September 2019, Mr. Mack served as a board member of OneSpot, a marketing technology company, and prior to that, from April 2014 to December 2018, Mr. Mack served as a board member of Welcome Commerce, a SaaS company offering eCommerce solutions. Mr. Mack earned a Bachelor of Science in Economics with majors in Finance and Entrepreneurial 118 TABLE OF CONTENTS Management from the Wharton School at the University of Pennsylvania, as well as an MBA from the Stern School of Business at New York University. We believe Mr. Mack’s long career as an entrepreneur and investor, helping companies go public and raise funding rounds, make him well qualified to serve on our board of directors. Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. 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 a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors. 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 bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Strategy Officer, Secretary, President, Vice Presidents, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq rules require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Cyrus D. Walker, Avery Modlin and Ralph Mack are “independent directors” under applicable Nasdaq and SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our directors or officers have received any cash compensation for services rendered to us. Each of our independent directors owns membership interests in the sponsor and are entitled receive a grant of profits interests, which, in the aggregate, represents a 1.74% interest in our sponsor. The value of the profits interests are related to our performance, because if the prices of our shares and warrants increase, the value of the profits interests will increase. The members of our sponsor may be allocated additional profits interests at the sole discretion of the managing member of our sponsor. 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, pursuant to an administrative support agreement we will enter into with our sponsor, we will pay our sponsor a total of $10,000 per month for office, support and administrative services. In addition, our sponsor, directors and officers, or any of 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, directors, officers or our or any of their respective affiliates. 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 stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial 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 119 TABLE OF CONTENTS will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. Committees of the Board of Directors Our board of directors will have three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee and nominating and corporate governance committee of a listed company each be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. Mr. Walker, Mr. Mack and Mr. Modlin will serve as members of our audit committee, and Mr. Mack will chair the audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of, and meet the independent director standard under Nasdaq rules and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that each member of the audit committed also qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; ​ • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ​ • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ​ • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ​ • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; ​ • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ​ 120 TABLE OF CONTENTS • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. ​ Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. Mr. Walker, Mr. Mack and Mr. Modlin will serve as members of our compensation committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Mr. Walker, Mr. Mack and Mr. Modlin are each independent, and Mr. Modlin will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ​ • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; ​ • reviewing on an annual basis our executive compensation policies and plans; ​ • implementing and administering our incentive compensation equity-based remuneration plans; ​ • assisting management in complying with our proxy statement and annual report disclosure requirements; ​ • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ​ • if required, producing a report on executive compensation to be included in our annual proxy statement; and ​ • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. ​ The charter will also provide that the compensation committee may, in its sole discretion, retain or o