Exhibit (c)(12)

STRICTLY PRIVATE & CONFIDENTIAL Discussion Materials Project Overdrive Goldman Sachs & Co. LLC October 29, 2018 Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

STRICTLY PRIVATE & CONFIDENTIAL 2 Disclaimer These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors (the “Board") and senior management of Nova (the "Company") in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department.Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. 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STRICTLY PRIVATE & CONFIDENTIAL 2 DisclaimerCont’d All information herein has been prepared specifically for you and is for discussion purposes only. The terms and conditions set forth below are indicative only as of the date of this presentation and are subject to change. This information is not an expressed nor an implied commitment by Goldman Sachs to act in any capacity in any such transaction, to provide financing or to purchase or place any loans or securities, which commitment shall only be set forth in a separate agreement and such finalized terms and conditions are subject to further discussion and negotiation. This material is based upon certain factors, assumptions and historical information as Goldman Sachs may in its absolute discretion have considered appropriate. Participation by Goldman Sachs in any transaction contemplated herein is subject to, among other things, completion of mutually acceptable documents, satisfactory due diligence, internal review and approvals. Goldman Sachs does not provide accounting, tax, regulatory or legal advice, such matters should be discussed with your advisors and/or counsel.This communication, and any accompanying information, has been prepared by the Investment Banking Division of Goldman Sachs for your information only and is not a product of the research departments of Goldman Sachs. All materials, including proposed terms and conditions, are indicative and for discussion purposes only. Finalized terms and conditions are subject to further discussion and negotiation. Any opinions expressed are our present opinions only and Goldman Sachs is under no obligation to update those opinions. All information, including any price indications provided is supplied in good faith based on information which we believe, but do not guarantee, to be accurate or complete; we are not responsible for errors or omissions contained therein. Certain transactions, including those involving derivatives, give rise to substantial risk and are not suitable for all investors. Goldman Sachs does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and /or counsel. Certain provided information may be based on Goldman Sachs' own good faith understanding of the application of certain accounting rules as they apply to qualifying hedges and non-hedging derivatives. Goldman Sachs makes no representation as to whether its understanding of certain accounting rules is correct and, by providing such information, is not providing you with any accounting advice, including, without limitation, any advice regarding the appropriateness of hedge accounting for a particular derivative transaction or the potential income statement impact of such derivative transaction or the analyzed portfolio of transactions. In addition, we mutually agree that, subject to applicable law, you may disclose any and all aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, without Goldman Sachs imposing any limitation of any kind. We are under no obligation to extend, renew or otherwise restructure any proposed indicative transaction. All information provided was supplied in good faith based on information which we believe, but do not guarantee, to be accurate or complete; however, we are not responsible for errors or omissions that may occur. Further information regarding this material may be obtained upon request.

STRICTLY PRIVATE & CONFIDENTIAL Today’s Agenda Review of Debt Financing for Acquisition of Ignite Term sheetProcessPro forma financial profile and sensitivities Ignite Valuation Analysis Public market tradingImplied premium analysisOffer price recommendation Review of Draft Ignite Offer Letter Potential Equity Partner OverviewStatus updateSizing potential equity contribution Timeline and Next Steps 1 2 3 4 5 2

STRICTLY PRIVATE & CONFIDENTIAL 6 Executive Summary Executive Summary Debt Financing for Acquisition of IgniteGS is very pleased to confirm that it has received approval to provide the Family / Nova with all of the debt financing required to undertake the acquisition of IgniteCurrently it is envisaged that the debt financing package will be up to ~$1.5bn in size or up to 4.5x pro forma gross leverage / 4.0x net leverageAlso included is an additional $150mm revolving credit facilityIn addition, GS is working on committed financing papers and a highly confident letter with a view to having them completed for submission with a proposal to Ignite next week should the Family want to do thatHaving evidence of this committed financing at the time of the offer is of significant benefit to the Family while adding meaningful credibility and urgency to the offerIn the presentation, we will go through all the key terms and conditions of the financing package in detail including the associated fees and expensesPricing: Currently, the estimated pricing of the debt is LIBOR + 250-275bps (~5.00-5.25% total cost assuming current LIBOR rate of 2.5%), equating to ~$80mm in annual interest charges which decrease over time as the business de-leversCovenants: The package is structured with covenant flexibility to fund expected capital expenditures as well as restricted payment capacity for dividends/tax distributionsThe structure also provides flexibility to replace a portion of the Term Loan B with alternative funding sources (Term Loan A, equity partner, etc)Fees: The fees associated with the debt package are 175bps in total (~$26m), made up of a137.5bps commitment fee and 37.5bpsstructuring fee, very much in-line with market precedent for similar debt packages and credit profilesNo fees related to committed financing are payable unless or until the closing of the acquisitionGS will continue to work with the Family between now and signing of finalizing the key terms of the debt package, making every effort to reflect flexibility the Family envisage needing to continue to run the pro forma business

STRICTLY PRIVATE & CONFIDENTIAL 7 Executive Summary Executive Summary Business Plan and Debt Paydown Sensitivity AnalysisThe Nova management team has created two business cases, a) Achievable Conservative Case and b) Downside Conservative CaseWe have reviewed and overlaid the proposed debt financing package as outlined above with a view to “stress testing” the business and debt levels– In each case, we will review the deleveraging profile and amount of debt paydown over the course of the planIn the Achievable Conservative Case, the business pays down ~$500m of debt over the next 3.5 years, reducing leverage from $1.5bn to$1.0bn (4.5x initial leverage as of 30-Jun-2019 to 2.5x in 2022)In the Downside Conservative Case, the business pays down ~$300m of debt over the next 3.5 years, reducing leverage from $1.5bn to $1.2bn (4.5x initial leverage as of 30-Jun-2019 to 3.5x in 2022)This analysis is helpful not only to understand the potential strains on the business of this quantum of debt but also will help frame how much leverage the Family is likely to be ultimately comfortable withThis will inform how much equity the Family would ideally raise from potential third party equity sources (as discussed on page 10)

STRICTLY PRIVATE & CONFIDENTIAL 8 Executive Summary Executive Summary Ignite Valuation Perspectives and Potential Offer PriceGiven the significant benefits of consolidation, synergies and growth plan initiatives as outlined by Nova over the past 18 months, Nova has the ability to pay a significant premium for Ignite and still create value as the growth plan is realizedThat said, just like any other potential buyer, the Family’s goal should be to pay the lowest price possible that is acceptable to Ignite shareholdersIn formulating the right offer price, there are a number of factors that need to be balanced and taken into considerationThe offer needs to be at a level that isn’t deemed opportunistic by Ignite’s Board of Directors (given that the Ignite stock is trading close to its 52 week low and we are a “control” shareholder), is at a high enough level that shareholders will accept and vote for the deal while also being at a level that we don’t feel we’re overpaying of the assetAnother important factor, which may be hard to know, is how confident the Ignite Board is about the future prospects for the business i.e. is there upside to the stock from its current trading levels or is there a strong possibility of even more downside from hereStock Trading Levels: Ignite is trading at ~$37/share after a ~15% drop following earnings earlier in the month, close to its 52-week low tradinglevel of ~$35Current share price in-line with longer-term averages (e.g. 3 year and 5 year)The stock has traded at ~$42/share on average over the last year, even trading as high as $47/share as recently as February 2018Analyst Price Targets: While not a widely covered stock by the analyst community, the price targets out there are $43 at Wells Fargo, and $44 and $38 at two other brokersShareholder Cost Basis Analysis: We have done a detailed analysis of Ignite’s top 25 active institutional shareholders to estimate what their cost basis is in the Ignite stock as that can be very informative as to what offer price may be deemed attractive to them / allow them lock in gains on the investmentThe average cost basis of the top 10 shareholders is ~$35/share and of the top 25 shareholders is ~$37/shareThere are a handful of investors with a cost basis in the “low-$40s”/share, the highest being ~$43/sharePrecedent Takeover Premia: Nova will need to pay a premium to the current Ignite stock price in order to win approval of shareholders to vote for the deal, with the key judgement being what is the right / appropriate premium for this specific situationReviewing all-cash acquisitions of this size over the past decade would point to typical premia being in 25-40% range, with a median premium being 34%. This would imply a price per share for Ignite approaching $50Moreover, analyzing these deal prices relative to the 52-week high price of the target would point to deals typically getting done at slight premiums to their 52-week high price, with the median being 5% premium to the 52-week high. This would also imply a price per share for Ignite of ~$50 (given Ignite’s 52-week high price of ~$47)

STRICTLY PRIVATE & CONFIDENTIAL 9 Executive Summary Executive Summary — Also, premia sizes are often driven by where the target is trading relative to its 52 week high price i.e. the data would show the bigger the discount the target is trading to its 52 week high, the bigger the premium required– For companies trading at 70-80% of their 52-week high (Ignite currently trades at 78% of its 52-week high), the median premium was 30%, again implying a price per share approaching $50However, the key argument we would make here is that this is not a “typical” change-of-control transaction given the Family has ~70% of the vote and ~40% of the economicsWe have analyzed in detail transactions involving either a controlling shareholder (>50%) or a significant minority shareholder (15-50%) given the current Family ownership (~40% of economics and ~70% of vote),An acquisition of Ignite would have elements of both a controlling and significant minority shareholder transaction and our analysis would pointto these deals typically occurring at premiums lower than 30%, often even in the 15%-20% premium rangeInitial Offer Price and Strategy: As mentioned above, the key to the offer price is that it’s at a level that will be deemed serious and not opportunistic by the Ignite Board while also being a price the Family is very comfortable payingWe also need to be mindful of due process, how this is likely to play out and how that might impact your initial bid vs what you may ultimately have to payWe believe than an opening proposal in the $42-$44/share range (~14%-19% premium to the current price) is probably the minimum that is likely to be acceptable and deemed reasonable by the Ignite Board and shareholdersOur recommendation would be that whatever initial bid the Family puts forth, it should hold back some value that it is happy to give at a laterdate in the negotiationIf the Board can be seen to have successfully negotiated with us to increase price, it will be much better for the overall process on their side / potential post transaction litigationAn example would be start with an initial bid of $42 or $43/share and ultimately giving an extra $1 or $2/share in negotiations to end up at $44 or $45/shareIn our view, if the Family acquired Ignite for $45/share or less (<22% premium), then that would be a very good outcomeThe analysis above would also point to high $40s or $50/share (~30%-35% premium) being the range that the Ignite Board andshareholders would likely be much happier / expecting to achieveWe would also note, that in the analysis Camaro shared with us, they were assuming they would have to pay $55+/share to acquire Ignite so at $45/share, we would be acquiring the asset for ~$500m less than that

STRICTLY PRIVATE & CONFIDENTIAL 10 Executive Summary Executive Summary Potential Equity Partner Process UpdateCurrently actively engaged with each of the potential equity partners to scheduled meetings after the November 9 Ignite Board meetingSilverLake/WME/IMG: Scheduled for November 12 in San FranciscoLiberty Media: Scheduled for November 19 in DenverJohn Henry: Holding November 13 and November 20 (to be confirmed this week, likely in NYC)Confidential Family Investor: Potentially November 17 or November 20Meetings with Fox and AT&T also being scheduledDepending on what target leverage the Family is ultimately comfortable with, the size of the equity contribution from third party is in the ~$300mm - $600mm rangeTiming and Next StepsFamily to continue to review and discuss all critical path items (debt, valuation, timing, equity partners etc.)Review all analysis and recommendations from today’s sessionSchedule follow-up calls and meetings to discuss further, as appropriateKey Decisions:Whether or not to submit the proposal to the Ignite Board next weekIf submitting proposal, when should it be submitted and what should proposal beKey workstreams includeFinalizing the debt package, committed financing papers and highly confident letterFinalize offer letter including offer priceAgree tactics and bidding strategy for IgniteRefine the equity investor / partner presentationGS to send engagement letter and terms for this assignment (Tues 30-Oct)Develop communications plan for all key constituents (employees, broadcast partners, sponsors, teams, etc.)Agree protocols for inbound inquiries post 9-Nov

STRICTLY PRIVATE & CONFIDENTIAL Key Financing Discussion Takeaways The Value of Committed FinancingCommitted financing from Goldman Sachs provides Nova with financing certainty, pricing certainty and covenant certaintyThe final commitment letter will be signed concurrently with signing of the Purchase Agreement for the acquisition, which will be a few months in advance of actually going to the debt markets to raise the capital from investorsReceiving committed financing transfers the risk of financing the transaction from Nova to Goldman Sachs:Goldman Sachs caps the pricing of the Term Loan B (“TLB”), so that Nova’s cost of debt is limited and foreseeable, no matter how bad the market getsIf the cost of raising the debt from investors is higher than the cap, the difference comes out of Goldman Sachs’ pocket, no matter how much it costsIn addition to capping the downside risk, Nova retains the upside related to potential market improvement: if the market is better than expected, Nova will get the benefit of the lowest interest rate available at that timeGoldman Sachs also provides certainty related to the covenants package so that Nova has visibility today into what the worst-case restrictions put in place by the debt financing could beIf there is a severe market downturn and investors won’t buy the TLB, Goldman Sachs funds the financing from our balance sheet to provide Nova with certain transaction closing at the pricing and covenant cap agreed prior to signingThe fees and expenses related to the committed financing are payable if, and only if, the acquisition closes. These fees will be payable at the time of Closing and can be paid out of the debt financing raised in the marketCovenant Flexibility & Pricing OptimizationCovenant flexibility and pricing optimization are inversely correlated, and at some point there is a cost associated with incremental covenant flexibility. Goldman Sachs’ goal is to achieve the “sweet spot” where Nova has all the flexibility it needs (and then some) without impacting the cost of debt raised in the marketIt’s important to us that the commitment papers provide Nova with all the flexibility it needs to run the daily operations of the pro forma business, so we will work closely with you to craft a tailored document that fits Nova’s needs, including allowing for a potential future acquisition of Spark or other targetsThe TLB will have meaningfully more flexibility than a Term Loan A (“TLA”)The TLB primarily protects investors through “incurrence covenants,” which are only tested at the time that certain actions (like the incurrence of debt) are taken, and are otherwise not in effectTLAs will have more prohibitive incurrence covenants, and will also have 1 – 2 financial maintenance covenants, which, as their name implies, would requirethat Nova maintain a certain level of financial health on an ongoing basis in order to avoid breaching the covenants and triggering a defaultNova’s current TLA has two typical examples of maintenance covenants: a Leverage Ratio and an Interest Coverage Ratio, which are tested on a quarterly basis to ensure that the ratio of debt to EBITDA and the ratio of interest expense to EBITDA, respectively, aren’t above a stated thresholdThe TLB will not have any financial maintenance covenants or otherwise unduly restrict operating flexibility (e.g., it will not have limitations on capital expenditures and will have looser limitations than a TLA would on dividends, investments, etc.)12

STRICTLY PRIVATE & CONFIDENTIAL Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 13 Borrower: An entity to be determined once the pro forma corporate structure is finalized; entity will have unrestricted access to Nova and Ignite subsidiary assets and cash flow (referred to herein as “Nova”). Note that the Credit facilities will have no recourse to the personal assets of employees or owners of Nova Security: First priority security interest in substantially all assets of the Borrower, all domestic subsidiaries, and 2/3rds of the stock of foreign subsidiaries, subject tocustomary exceptions to be agreed Guarantees: Fully and unconditionally guaranteed on a joint and several basis by Holdings, the Borrower, and all direct and indirect wholly owned domestic subsidiaries, subject to customary exceptions to be agreed Assumed Corporate Credit Rating: [Ba2 / BB] Facility: Senior Secured Term Loan B Amount: $[1,500] million Maturity: 7 years Pricing: L + [250 – 275] bps per annumFlex: up to [125 - 150] basis pointsInterest on the TLB payable in quarterly arrearsNote: LIBOR is the market standard floating reference rate; the credit agreement will specify that if LIBOR ceases to be the market standard, the TLB will adopt a reference rate to be mutually agreed LIBOR Floor: [0.00]% Amortization: 1% per annum of the initial principal amount, payable quarterly with the balance payable at maturity Prepayment Penalty: Call premium of 1.00% in place for 6 months from Closing, payable only if the Term Loan is repriced at a lower rate or refinanced with lower-rate Term Loan B. No penalty for using cash flow or other financing (e.g., bonds, converts, equity) to pay down the TLB— Flex: increase the call period to [12] months Mandatory Prepayments: [100]% of net proceeds from non-ordinary course asset sales (subject to customary reinvestment rights)[100]% of proceeds from debt issuance (other than debt permitted by the credit agreement)[50]% of Excess Cash Flow (to be defined in a manner to be agreed) with step-downs to [25]% and [0]% at First Lien Leverage Ratios to be agreed— Flex: start sweep at [75]% with step-downs to [50]%, [25]% and [0]% at First Lien Net Leverage Ratios to be agreed Revolving Credit Facility: Amount: $[150] million (working capital needs to be discussed)Maturity: 5 years Summary of Indicative Terms Senior Secured Credit Facilities

STRICTLY PRIVATE & CONFIDENTIAL Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 14 Financial Maintenance Covenants: Revolving Credit Facility: Springing leverage ratio covenant that is only active if revolver is drawn. Leverage ratio to have [30]% cushion to closing date leverageTerm Loan B: None Select Negative Covenants: Note: the negative covenants of the Credit Facilities will be tailored to the Pro Forma Company such that they include customary operational flexibility. Additionally, any bespoke baskets that are currently available and / or needed for the Pro Forma Company will be considered for inclusion in the Credit Facilities commitment papers.Key baskets for Restricted Payments:Restricted Payments Ratio Basket: unlimited up to Total Net Leverage of [3.0]xFlex: to a lower Total Net Leverage number to be agreedRestricted Payments General Basket: an amount to be agreed (to ensure dividends are appropriately accommodated)Builder Basket (may also be used for investments): a starter amount to be agreed, plus at the option of Nova prior to commencement of syndication, either of [50]% of cumulative CNI or Retained Excess Cash FlowKey baskets for Investments and Acquisitions:Investments Ratio Basket: unlimited up to [5.25]x Total Net Leverage, subject to a cap to be agreed for acquired entities that do not provideguaranteesInvestments General Basket: an amount to be agreedPermitted Acquisitions / Investments: Wholly owned subsidiaries will be allowed to make acquisitions up pro forma Total Net Leverage of [6.0]xKey baskets for Asset Sales:Unlimited for dispositions of assets less than $[10]mmKey baskets for incurrence of additional indebtedness:Uncommitted Incremental Amount for Pari Passu Indebtedness: equal to the greater of $[ ]mm and [75]% of EBITDA, plus an unlimited amount up to the Closing Date First Lien Net LeverageFlex: to reduced starter and grower baskets in an amount to be agreed[50] bps Most Favored Nation clause in effect for 2 years (i.e., if you raise incremental pari passu debt that has an effective yield of more than50 bps higher than the existing TLB, the price of the existing TLB increases such that it remains within 50 bps of the new debt)– Flex: to keep the Most Favored Nation clause in effect for the life of the loanJunior Secured Indebtedness Ratio Basket: an unlimited amount up [5.0]x Senior Secured Net Leverage Ratio— Flex: to [0.25]x inside the Closing Date Senior Secured Net LeverageAdditional Unsecured Indebtedness Ratio Basket: an unlimited amount up to Total Net Leverage Ratio of [6.0]xIndebtedness General Basket: an amount to be agreedOther ordinary course debt baskets and exceptions: to be set forth in the definitive documentationKey baskets for incurrence of Liens:Liens General Basket: an amount to be agreedOther ordinary course lien baskets and exceptions: to be set forth in the definitive documentation Summary of Indicative Terms Senior Secured Credit Facilities (Cont’d)

STRICTLY PRIVATE & CONFIDENTIAL Single-Signed Commitment Period: If Commitment Letter signed by Goldman Sachs prior to signing of the Purchase Agreement, an initial commitment period of 5 business days shall be in effect, during which period Nova will need to countersign the Commitment Letter in order to effect the counter-signed commitment period Counter-Signed Commitment Period: Commitment period to align with the signed Purchase Agreement; current assumption is that the Outside Date (date of termination) in the Purchase Agreement is 5 months from signing of such agreement Conditionality to Funding: Usual and customary limited conditionality (aligned with purchase agreement) Events of Default: Usual and customary, with appropriate baskets and materiality qualifications Credit AgreementDocumentation: Precedent to be mutually agreed between counsel and to include market definitions appropriately tailored to fit the Pro Forma Company Financial Reporting: Requirement that quarterly unaudited financials for the first three quarters of each fiscal year are delivered to lenders within [45] days of quarter endAnnual audited financials to be delivered within [90] days of the fiscal year endAnnual and quarterly compliance certificates delivered within 5 business days of delivery of annual and quarterly financial statements, as applicablePractically, delivery of the above documents will entail sending the documents to the TLB administrative agent, who will then post them to a secure datasite that can only be accessed by current TLB lenders after agreeing to a click-through confidentiality agreementThose lenders cannot share those documents with other institutionsA quarterly lender call to give a brief update on the Company and its performance may be required Disqualified Institutions: Prior to the syndication of the TLB, Nova may designate institutions and competitors as disqualified from holding the TLB by creating a “DQ List”. These institutions will be barred from holding the TLB, and in turn, from receiving the information provided to TLB lenders— The DQ List can be updated after allocation of the TLB to include (1) additional companies that Nova considers to be competitors and (2)affiliates of lenders already existing on the DQ List Summary of Indicative Terms Senior Secured Credit Facilities (Cont’d) Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 15

STRICTLY PRIVATE & CONFIDENTIAL Note: This is not a commitment, expressed or implied Debt Financing Terms and Process 16 Fees: Commitment fees: [137.5] bpsPayable ratably to all underwriting banks for their portion of the commitmentCommitment papers to allow for Nova banking relationships to be brought into the underwriting within 15 calendar days of signing the Purchase Agreement– Assumes minimum [75]% economics to Goldman SachsStructuring fee: [37.5] bpsPayable to Goldman Sachs for structuring and marketing the financingNote: Fees related to the committed financing are payable if and only if the acquisition closes. The fees will be payable at the time of Closing and can be paid out of the debt financing raised in the market Fee Structure Considerations for Other Financing Sources: Commitment Letter to allow for raising Term Loan A post-announcement on a best efforts basis to replace a portion of the TLBNo additional fees to be paid for structuring and arrangement of a Term Loan ACommitment Letter to allow for raising equity instruments on a best efforts basis to replace a portion of the TLB[75.0]% discount on Term Loan B commitment fees if raised 0 – 30 days from signing[37.5]% discount on Term Loan B commitment fees if raised 31 – 60 days from signing[0.0]% discount on Term Loan B commitment fees if raised after 60 days from signing Summary of Indicative Terms Senior Secured Credit Facilities (Cont’d)

STRICTLY PRIVATE & CONFIDENTIAL Preliminary Acquisition Financing TimelineKey Milestones GS / Nova to draft Commitment Papers and GS to receive committee approval to provide Nova with a Highly Confident Letter GS to provide signed Commitment Papers and Highly Confident Letter to Nova for Offer to Ignite Ignite Board Meeting GS and Nova to complete transaction due diligence and update / finalize Commitment Papers Signing of Purchase Agreement and Final Commitment Papers followed by M&A Announcement Nova’s relationship banks commit to Revolving Credit Facility and Term Loan B Meet with Ratings Agencies Launch Term Loan B with a Bank Meeting in NYC Price Term Loan B Close M&A Transaction / Close and Fund Term Loan B Week of 10/29 11/9 11/9toT = 0 T = 0 T+ 15BD T+ 1M T+ 1.5M T+ 2M T+ ~5M 11/8 Debt Financing Terms and Process 17

STRICTLY PRIVATE & CONFIDENTIAL Preliminary Detailed Execution Timeline N: Nova GS: Goldman Sachs BB: Baker Botts CGR: Cahill Gordon & Reindel Debt Financing Terms and Process 18 Period Event / Workstream Responsibility Week of Draft Commitment Papers GS, N, BB, CGR 10/29 GS to receive committee approval to provide Nova with a Highly Confident Letter GS Week of Initial Commitment Papers agreed ahead of Nov. 8 Offer Date GS, N, BB, CGR 11/5 GS to provide Nova with signed Commitment Papers and a Highly Confident Letter for Offer to Ignite (Nov. 8) GS 11/9 Ignite Board Meeting Ignite through Complete business and legal due diligence for the transaction GS, N, BB, CGR M&A Announcement Begin drafting Bank Syndication Presentation GS, N (T = 0) Begin drafting Rating Agency Presentation ("RAP") and create Lender Model GS, N Finalize Bank Syndication Presentation GS, N T = 0 Signing of Purchase Agreement and Final Commitment Papers, followed by M&A Announcement GS, N, BB, CGR through Relationship Bank Lender Presentation (ideally day of, or day after announcement) GS, N T + 15BD Work with relationship banks to complete their diligence processes GS, N Continue drafting RAP GS, N Begin drafting Lender Presentation ("LP") and Confidential Information Memorandum ("CIM") GS, N Begin drafting Marketing Term Sheet ("MTS") BB, CGR Other Banks commit to Revolving Credit Facility and Term Loan B (T + 15BD) Relationship Banks T + 15BD Finalize RAP and Lender Model GS, N through Continue drafting LP and CIM; begin drafting Private Supplement ("P-Supp") GS, N T + 1M RAP Dry Run (shortly before Rating Agency Meetings) GS, N Meet with Ratings Agencies in NYC (T + 1M) GS, N T + 1M Finalize MTS and send to Rating Agencies GS, N, BB, CGR through Finalize LP, CIM and P-Supp GS, N T + 1.5M Receive Rating Agency Feedback (T + 1.5M) GS, N Launch Term Loan B (T + 1.5M) GS, N Host Bank Meeting in NYC (day after Launch) GS, N T + 1.5M Post MTS to all lenders and Lender Model to private-side lenders; begin drafting Credit Agreement ("CA") GS, N, BB, CGR through Finalize CA and post to lenders (T + 2M) GS, N, BB, CGR T + 2M Price and Allocate Term Loan B (T + 2M) GS, N ~T + 5M Fund the Term Loan B and Close M&A Transaction GS, N, BB, CGR

STRICTLY PRIVATE & CONFIDENTIAL Status Quo x Mult. Txn. Adj. Pro Forma x Mult. Synergized x Mult. Coupon Maturity Cash1 $ 57 $ 95 $ 152 Revolver ($100m Capacity) - - Nova Term Loan 50 (50) - L + 1.250 % Aug-23 Nova Senior Notes 29 (29) - L + 1.250 % Aug-23 Capital Leases 1 (1) - New Revolver - - - 5 years New TLB - 1,500 1,500 7 years Total Debt $ 80 1.0 x $ 1,500 4.5 x 4.1 x Net Debt 23 0.3 x 1,348 4.0 x 3.7 x LTM Adj. EBITDA2 $ 77 $ 258 $ 335 Cost Synergies 30 EBITDA with Synergies $ 365 Preliminary Sources, Uses and Pro FormaCapitalization Cash balance as of Nova 30-Jun-2018Projected pro forma EBITDA as of 30-Jun-2019Note: Transaction fees subject to change and no breakage fees on Nova’s outstanding notes. Assumes 30% equity purchase price premium as of 26-Oct-2018.Sources: Company Filings, Bloomberg, Investor Presentations, Company Management Sources Uses Equity Purchase Price (30% Premium) Paydown Existing DebtFees and Expenses Cash to Balance Sheet $ 2,120348100152 Rolled Equity in IgniteNova Cash on Balance Sheet Ignite Cash on Balance Sheet New RevolverNew First Lien Term Loan Equity Partner Contribution $ 88457278- 1,500- Total Source $ 2,719 Total Uses $ 2,719 20 Debt Paydown Sensitivities

STRICTLY PRIVATE & CONFIDENTIAL Pro Forma Leverage SensitivityPro Forma Leverage & Estimated Paydown at Various Ignite Share Prices Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Pro Forma Gross Leverage Ignite Premium Ignite Premium PF 30-Jun-2019 2019E 2020E 2021E 2022E 20.0 % 4.2 x 3.9 x 3.5 x 2.8 x 2.2 x 22.5 % 4.3 x 4.0 x 3.5 x 2.9 x 2.3 x 25.0 % 4.3 x 4.1 x 3.6 x 2.9 x 2.3 x 27.5 % 4.4 x 4.1 x 3.7 x 3.0 x 2.4 x 30.0 % 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x Pro Forma Net Leverage PF 30-Jun-2019 2019E 2020E 2021E 2022E 20.0 % 3.7 x 3.5 x 3.0 x 2.4 x 1.8 x 22.5 % 3.8 x 3.6 x 3.1 x 2.5 x 1.9 x 25.0 % 3.9 x 3.6 x 3.2 x 2.5 x 2.0 x 27.5 % 4.0 x 3.7 x 3.2 x 2.6 x 2.0 x 30.0 % 4.0 x 3.8 x 3.3 x 2.7 x 2.1 x 21 Debt Paydown Sensitivities

STRICTLY PRIVATE & CONFIDENTIAL Overview of Financial CasesNova + Ignite Achievable Conservative Case: Financing model that excludes all growth initiatives, but includes readily identifiable cost synergies (e.g., elimination of Ignite public company costs and redundancies); to be used with debt market Downside Conservative Case: Haircut to revenue growth at both Ignite and Nova, in line with what is possible from a contracted revenue perspective Key AssumptionsRevenue Growth: In the Achievable Conservative Case revenue grows 2% - 4% annually whereas in the Downside Conservative Case revenue declines (2)% starting in 2020+EBITDA: Margins decrease at both Nova and Ignite by 0.5% per year in downside case starting in 2020; both cases include casino income of ~$30mm per yearCost Synergies: $30mm run-rate synergies; 2019 and 2020 synergies equal $5mm and $20mm, respectivelyCapEx: CapEx is the same in both cases averaging $119mm annually with cumulative CapEx of $596mm deployed between 2019 – 2022; assumes no disposition of assets throughout projected period (e.g. real estate)Min Cash: $100mm in both casesDividend: Maintain current levels per year in both casesInterest Rate: L+250 shown illustrativelyTax Rate: 24.0% 1 2 22 Debt Paydown Sensitivities

STRICTLY PRIVATE & CONFIDENTIAL Nova + Ignite Financials Overview($ in millions) Revenue Capital Expenditure Adj. EBITDA Adj. EBITDA – Capital Expenditure Note: Adj. EBITDA includes Casino income (~$30mm per year). All financials calendarized to 31-Dec. Assumes $30mm run-rate synergies with $25mm and $10mm cost to achievesynergies in 2019 and 2020, respectively. $157 $157 $121 $121 $115 $115 $117 $117 $120 $120 2018 2019 2020 2021 2022 1 2 Achievable Conservative Case Downside Conservative Case $1,625 $1,692 $1,462 $1,462 $1,521$1,521 $1,562 $1,471 $1,423 $1,376 2018 2019 2020 2021 2022 $346 $390 $415 $324 $324 $346 $358 $346 $342 $328 2018 2019 2020 2021 2022 2.4% 2.4% 4.1% 4.1% 2.6% (3.3)% 4.1% (3.2)% 4.1% (3.4)% % Margin % Growth 22.2% 22.2% 22.7% 22.7% 22.9% 23.5% 24.0% 24.0% 24.5% 23.8% $273 23 Debt Paydown Sensitivities $295 $167 $167 $225 $225 $243 $231 $224 $208 2018 2019 2020 2021 2022

STRICTLY PRIVATE & CONFIDENTIAL Balance Sheet CapacityLeverage Over Time || Assumes Illustrative 30% Premium ($ in billions unless otherwise noted) Achievable Conservative Case Downside Conservative Case Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. All financials calendarized to 31-Dec. 1 2 Gross D ebt / E GrossDebt $ 1.5 $ 1.5 $ 1.3 $ 1.2 $ 1.0 (-) Cash $(0.2) $(0.2) $(0.2) $(0.2) $(0.2) Net Debt $ 1.3 $ 1.3 $ 1.2 $ 1.0 $ 0.9 EBITDA($mm) $ 324 $ 346 $ 358 $ 390 $ 415 Ne t Debt EBITDA GrossDebt $ 1.5 $ 1.5 $ 1.3 $ 1.2 $ 1.2 (-) Cash $(0.2) $(0.2) $(0.2) $(0.2) $(0.2) NetDebt $ 1.3 $ 1.3 $ 1.2 $ 1.1 $ 1.0 EBITDA($mm) $ 324 $ 346 $ 346 $ 342 $ 328 With $30mm run- rate synergies 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 4.0 x 3.8 x 3.3 x 2.7 x 2.1 x 4.5 x Assumes $30mm run-rate synergies with $25mm and $10mm cost to achieve synergies in 2019 and 2020, respectively.Debt Paydown Sensitivities 24 4.2 x 3.9 x 3.6 x 3.5 x 4.0 x 3.8 x 3.5 x 3.2 x 3.1 x PF(30-Jun-2019) 2019E 2020E 2021E 2022E PF 2019E 2020E 2021E 2022E (30-Jun-2019) 4.1x 3.7x 4.1x 3.7x BITDA /

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case ($ in millions) Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm Summary Financial Profile 1 cost to achieve synergies in 2019 and 2020, respectively. All financials calendarized to 31-Dec. 25 Debt Paydown Sensitivities PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 5.8 % % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 7.7 % % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (41) (79) (71) (62) (52) (41) (30) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (29) (38) (44) (48) (52) (57) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 115 $ 145 $ 169 $ 184 $ 201 $ 220 % Conversion 27.8 % 32.2 % 37.2 % 40.9 % 43.3 % 45.5 % 47.8 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,336 1,192 1,023 839 639 420 Total Debt $ 1,500 $ 1,451 $ 1,336 $ 1,192 $ 1,023 $ 839 $ 639 $ 420 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,186 $ 1,042 $ 873 $ 689 $ 489 $ 270 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 2.0 x 1.4 x 0.9 x Net Debt / EBITDA 4.0 3.8 3.3 2.7 2.1 1.6 1.1 0.6 S&P Adj. Debt / EBITDA 4.3 4.0 3.5 2.9 2.3 1.8 1.3 0.7 Moody's Adj. Debt / EBITDA 4.2 4.0 3.6 2.9 2.4 2.0 1.5 1.0 EBITDA / Interest 4.2 x 4.5 x 5.5 x 6.7 x 8.2 x 10.7 x 15.5 x (EBITDA - Capex) / Interest 4.2 4.5 5.5 6.7 8.2 10.7 15.5 FCF / Total Debt 3.3 % 8.6 % 12.2 % 16.6 % 22.0 % 31.5 % 52.3 % Cumulative FCF / Initial Total Debt 3.2 % 10.9 % 20.6 % 31.9 % 44.2 % 57.6 % 72.2 %

STRICTLY PRIVATE & CONFIDENTIAL Achievable Conservative Case | Interest Expense Increases 200bp by 2023E ($ in millions) Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm cost to achieve synergies in 2019 and 2020, respectively. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. All financials calendarized to 31- Summary Financial Profile 1 A 200bps increase in interest expense reduces cash available for debt pay down by~$10-15mm per year '19E - '25E 5.8 % 7.7 % PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 22.9 % 24.0 % 24.5 % 24.2 % 24.2 % 24.1 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 243 $ 273 $ 295 $ 303 $ 314 $ 326 % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.6 % 16.8 % 17.4 % 17.2 % 17.2 % 17.1 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 358 $ 390 $ 415 $ 426 $ 442 $ 459 (-) Interest Expense (41) (86) (84) (80) (74) (60) (45) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (28) (34) (40) (42) (48) (54) (-) Capital Expenditures (60) (115) (117) (120) (123) (128) (133) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 110 $ 135 $ 156 $ 168 $ 187 $ 208 % Conversion 27.8 % 30.7 % 34.6 % 37.5 % 39.4 % 42.3 % 45.2 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,341 1,207 1,053 885 699 492 Total Debt $ 1,500 $ 1,451 $ 1,341 $ 1,207 $ 1,053 $ 885 $ 699 $ 492 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,191 $ 1,057 $ 903 $ 735 $ 549 $ 342 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x 2.1 x 1.6 x 1.1 x Net Debt / EBITDA 4.0 3.8 3.3 2.7 2.2 1.7 1.2 0.7 S&P Adj. Debt / EBITDA 4.3 4.0 3.6 2.9 2.4 1.9 1.4 0.9 Moody's Adj. Debt / EBITDA 4.2 4.0 3.6 3.0 2.5 2.1 1.6 1.1 EBITDA / Interest 4.2 x 4.1 x 4.6 x 5.2 x 5.8 x 7.3 x 10.1 x (EBITDA - Capex) / Interest 4.2 4.1 4.6 5.2 5.8 7.3 10.1 FCF / Total Debt 3.3 % 8.2 % 11.2 % 14.8 % 19.0 % 26.7 % 42.2 % Cumulative FCF / Initial Total Debt 3.2 % 10.5 % 19.5 % 29.9 % 41.1 % 53.6 % 67.4 % Dec.Debt Paydown Sensitivities 26

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case ($ in millions) Summary Financial Profile 2 cost to achieve synergies in 2019 and 2020, respectively. All financials calendarized to 31-Dec. 27 Debt Paydown Sensitivities Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E '19E - '25E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (3.1)% % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 (4.4)% % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (41) (80) (73) (67) (63) (59) (54) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (29) (30) (30) (28) (28) (28) (-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 104 $ 102 $ 92 $ 80 $ 79 $ 78 % Conversion 27.8 % 30.0 % 29.8 % 28.0 % 25.7 % 26.1 % 26.6 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,347 1,246 1,155 1,075 997 919 Total Debt $ 1,500 $ 1,451 $ 1,347 $ 1,246 $ 1,155 $ 1,075 $ 997 $ 919 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,197 $ 1,096 $ 1,005 $ 925 $ 847 $ 769 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.9 x 3.6 x 3.5 x 3.4 x 3.3 x 3.1 x Net Debt / EBITDA 4.0 3.8 3.5 3.2 3.1 3.0 2.8 2.6 S&P Adj. Debt / EBITDA 4.3 4.0 3.7 3.4 3.3 3.2 3.0 2.9 Moody's Adj. Debt / EBITDA 4.2 4.0 3.7 3.5 3.3 3.3 3.1 3.0 EBITDA / Interest 4.2 x 4.4 x 4.7 x 4.9 x 5.0 x 5.2 x 5.4 x (EBITDA - Capex) / Interest 4.2 4.4 4.7 4.9 5.0 5.2 5.4 FCF / Total Debt 3.3 % 7.7 % 8.2 % 8.0 % 7.5 % 8.0 % 8.5 % Cumulative FCF / Initial Total Debt 3.2 % 10.1 % 16.9 % 23.1 % 28.4 % 33.7 % 38.9 %

STRICTLY PRIVATE & CONFIDENTIAL Downside Conservative Case | Interest Expense Increases 200bp by 2023E ($ in millions) Note: Market data as of 26-Oct-2018. Adj. EBITDA includes Casino income (~30mm per year). Assumes transaction close 30-Jun-2019. Assumes $30mm run-rate synergies with $25mm and $10mm cost to achieve synergies in 2019 and 2020, respectively. Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. All financials calendarized to 31- Summary Financial Profile 2 A 200bps increase in interest expense reduces cash available for debt pay down by~$20mm per year '19E - '25E (3.1)% (4.4)% PF CY (ending 12/31) 2016A 2017A 2018E (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E Adj. EBITDA $ 334 $ 329 $ 324 $ 335 $ 346 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 % Margin 23.4 % 23.1 % 22.2 % 22.5 % 22.7 % 23.5 % 24.0 % 23.8 % 23.6 % 23.7 % 23.8 % Adj. EBITDA - Capex $ 181 $ 169 $ 167 $ 196 $ 225 $ 231 $ 224 $ 208 $ 191 $ 185 $ 180 % Margin 12.7 % 11.9 % 11.4 % 13.1 % 14.8 % 15.7 % 15.8 % 15.1 % 14.3 % 14.4 % 14.5 % Free Cash Flow H2 2019E Adj. EBITDA $ 173 $ 346 $ 342 $ 328 $ 314 $ 304 $ 295 (-) Interest Expense (41) (87) (87) (87) (88) (84) (80) (+) Interest Income 0 1 1 1 1 1 1 (-) Cash Taxes (13) (27) (27) (25) (22) (22) (22) (-) Capital Expenditures (60) (115) (117) (120) (123) (119) (115) (-) Dividends (10) (20) (20) (20) (20) (20) (20) Levered Free Cash Flow $ 48 $ 98 $ 91 $ 77 $ 61 $ 60 $ 59 % Conversion 27.8 % 28.5 % 26.8 % 23.5 % 19.5 % 19.7 % 20.1 % PF Balance Sheet (30-Jun-19) 2019E 2020E 2021E 2022E 2023E 2024E 2025E New Revolver $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 New First Lien Term Loan 1,500 1,451 1,353 1,262 1,186 1,125 1,066 1,008 Total Debt $ 1,500 $ 1,451 $ 1,353 $ 1,262 $ 1,186 $ 1,125 $ 1,066 $ 1,008 (-) Cash and Cash Equivalents (152) (150) (150) (150) (150) (150) (150) (150) Net Debt $ 1,348 $ 1,301 $ 1,203 $ 1,112 $ 1,036 $ 975 $ 916 $ 858 Credit Statistics Total Debt / EBITDA 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x 3.6 x 3.5 x 3.4 x Net Debt / EBITDA 4.0 3.8 3.5 3.3 3.2 3.1 3.0 2.9 S&P Adj. Debt / EBITDA 4.3 4.0 3.7 3.5 3.4 3.4 3.3 3.2 Moody's Adj. Debt / EBITDA 4.2 4.0 3.7 3.5 3.4 3.4 3.3 3.2 EBITDA / Interest 4.2 x 4.0 x 3.9 x 3.8 x 3.6 x 3.6 x 3.7 x (EBITDA - Capex) / Interest 4.2 4.0 3.9 3.8 3.6 3.6 3.7 FCF / Total Debt 3.3 % 7.3 % 7.2 % 6.5 % 5.4 % 5.6 % 5.9 % Cumulative FCF / Initial Total Debt 3.2 % 9.8 % 15.9 % 21.0 % 25.1 % 29.1 % 33.0 % Dec.Debt Paydown Sensitivities 28

STRICTLY PRIVATE & CONFIDENTIAL 80% 90% 100% 110% 120% 130% 140% Apr-2017 Dec-2017 Sep-2018 Indexed Price 6.7% 2.1 % (18.5)% 60% 80% 100% 120% 140% 160% Oct-2017 Dec-2017 Feb-2018 Apr-2018 Jun-2018 Aug-2018 Oct-2018 Indexed Price 28.7% (5.1)% (20.8)% 80% 90% 100% 110% 120% 130% 140% Apr-2018 May-2018 Jun-2018 Jul-2018 Aug-2018 Sep-2018 Oct-2018 Indexed Price 10.1% (12.0)%(12.0)% 80% 90% 100% 110% 120% Jul-2018 Aug-2018 Aug-2018 Sep-2018 Sep-2018 Oct-2018 Oct-2018 Indexed Price (4.4)% (11.2)% (15.7)% Relative Stock Price PerformanceIgnite vs. Spark and Live Entertainment Peers Last 3 Months Last 12 Months Last 6 Months Last 3 Years Source: Bloomberg as of 26-Oct-2018 Ignite Spark 70%Oct-2015 Jul-2016Live Entertainment¹ ¹ Live Entertainment Peers includes Cedar Fair, Six Flags and Sea World.Ignite Valuation Perspectives 30

STRICTLY PRIVATE & CONFIDENTIAL 4x 6x 8x 10x 12x 14x 16x Oct-2015 Jul-2016 Apr-2017 Jan-2018 Oct-2018 NTM-Time Weighted EBITDA Multiple 9.8 x 6.9 x 6.1 x Average 1M 3M 6M 1Y 2Y Ignite SparkLive Entertainment¹ 7.4 x 6.5 10.4 8.0 x 6.6 10.5 8.1 x 6.8 10.4 8.2 x 7.0 10.3 7.9 x 7.4 10.2 Historical Valuation MultiplesIgnite vs. Spark and Live Entertainment Peers EV / NTM EBITDA Source: CapIQ and IBES as of 26-Oct-2018 Ignite Spark Live Entertainment¹ ¹ Live Entertainment Peers includes Cedar Fair, Six Flags and Sea World.Ignite Valuation Perspectives 31

STRICTLY PRIVATE & CONFIDENTIAL Research Analyst Views on Ignite($ in millions) Revenue Estimates Over Time (FY Estimates) Research Perspectives $670 $690 $710 $730 $750 $770 2016 2017 2018 2019 2020 $ 661 2016A $ 671 2017A 2018E $ 677 2019E $ 700 2020E $ 727 “Attendance trends still negative. 2Q18 admissions revenue fell 10.4%. With ticket prices up ~1%, volumes were down ~9%. On the call, Ignite said the fall was due to construction at Phoenix and weather disruptions but also the retirement of star drivers, as young drivers still need to build their brands.TV saves the quarter again. Nova broadcast fees rose ~4%, and were 55% of 2Q18 revenue. This more than offset the fall in attendance. That said, aside from two races that were up, linear TV ratings are down double digit for Cup Races so far in 2018.We continue to believe Nova racetrack operators should invest more of their TV revenues outside Nova before the current deal ends in 2024.”- Macquarie Research, 05-Jul-2018 “We continue to view Ignite shares as fairly valued and prefer to stay on the sidelines at current valuation levels. Ignite remains pressured by industry challenges: (1) maturity of Nova, (2) attendance/admission declines, (3) TV rating challenges, and (4) sustainable disposable income growth among Nova fans. We continue to see these and an ongoing need for elevated capital reinvestment to rejuvenate aging infrastructure, restraining ROIC to a mid / high-single-digit range through 2024 under multiple scenarios.”- Wells Fargo, 06-Jul-2018 $650 Price Target SummaryOct-2015 Oct-2016 Oct-2017 Wells Fargo Hold $ 43 Anonymous Hold $ 38 AnonymousSource: Wall Street research, Bloomberg as of 26-Oct-2018 Hold $ 44 32 Ignite Valuation Perspectives

STRICTLY PRIVATE & CONFIDENTIAL 33 Ignite Valuation Perspectives Summary Historical and Projected Financials$ in millions Source: Management projections. Note: Estimates calendarized to Dec-31. Historical Projected '15A - '18E '18E - '23E 2015A 2016A 2017A 2018E 2019E 2020E 2021E 2022E 2023E CAGR CAGR Revenue $ 647 $ 662 $ 673 $ 695 $ 717 $ 735 $ 750 $ 765 $ 780 1.3 % 2.3 % % Growth 2.2 % 1.7 % 3.2 % 3.1 % 2.6 % 2.0 % 2.0 % 2.0 % Adj. EBITDA $ 230 $ 240 $ 248 $ 251 $ 260 $ 266 $ 272 $ 278 $ 282 2.5 % 2.4 % % Margin 35.5 % 36.3 % 36.8 % 36.1 % 36.2 % 36.1 % 36.2 % 36.3 % 36.2 % % Growth 4.5 % 3.1 % 1.3 % 3.5 % 2.4 % 2.2 % 2.2 % 1.8 % CapEx $ 155 $ 141 $ 145 $ 142 $ 105 $ 98 $ 100 $ 102 $ 104 (2.2)% (6.0)% % of Revenue 23.9 % 21.3 % 21.6 % 20.4 % 14.6 % 13.3 % 13.3 % 13.3 % 13.3 % % Growth (8.9)% 2.8 % (2.4)% (26.2)% (6.4)% 2.0 % 2.0 % 2.0 % EBITDA - CapEx $ 75 $ 99 $ 102 $ 109 $ 155 $ 168 $ 172 $ 176 $ 179 11.1 % 10.4 % % Margin 11.5 % 15.0 % 15.2 % 15.7 % 21.6 % 22.8 % 22.9 % 23.0 % 22.9 % % Growth 32.5 % 3.5 % 6.4 % 42.1 % 8.3 % 2.3 % 2.3 % 1.6 %

STRICTLY PRIVATE & CONFIDENTIAL 36.1 % 25.6 % 39.0 % 34.7 % 27.5 % Ignite Spark SIX FUN SEAS Median: 34.7% 15.7 % 19.2 % 30.1 % 14.6 % Ignite Spark SIX FUN SEAS Median: 20.9%20.9 % 2.8 % 3.0 % 8.2 % 7.6 % 3.9 % Ignite Spark SEAS SIX FUN Median: 7.6% 2.9 % 2.2 % 3.9 % 2.8 % Ignite Spark SIX FUN SEAS Financial Benchmarking 2018E – 2020E Revenue GrowthMedian: 3.9%5.6 % 2018E – 2020E EBITDA Growth 38.4 % (0.1)% 8.7 %2018E EBITDA Margi 7.9 %n 18.5 % 2018E EBITDA – CapEx Margin ‘18E – ‘20E EBITDA– CapEx CAGR ‘18E CapEx as % of Revenue 20.4 % 6.4 %Ignite 9.0 %Spark Li 13.7 %ve Entertainment 12.9 % Source: Wall Street estimates and management projections. Market data as of 26-Oct-2018.Note: Estimates calendarized to Dec-31.Ignite Valuation Perspectives 34

STRICTLY PRIVATE & CONFIDENTIAL 10.4x 8.6x 16.4x 15.6x 15.2x Ignite Spark SIX SEAS FUN Median: 15.6x 6.2x 6.1x 12.8x 9.4x Ignite Spark SIX SEAS FUN Median: 9.7x9.7x 14.8x 8.4x 19.8x 16.3x Ignite Spark SEAS SIX FUN Median: 17.7x17.7x 6.4x 6.3x 13.6x 9.8x Ignite Spark SIX SEAS FUN Median: 10.5x 10.5x Valuation Benchmarking 2018E EV / EBITDA 2018 EV / (EBITDA – CapEx) Ignite Spark Live Entertainment 2019E EV / EBITDA 2019E EV / (EBITDA – CapEx) Source: Wall Street estimates and management projections. Market data as of 26-Oct-2018.Note: Estimates calendarized to Dec-31.Ignite Valuation Perspectives 35

STRICTLY PRIVATE & CONFIDENTIAL Ignite Public Equity Market Perspectives on Ignite ($ in millions, except per share data) Company Headquarters Daytona Beach, FL Employees 820 Market Data Share Price $ 36.96 % of 52 Week High $ 47.15 78.4 % % of 52 Week Low 35.18 105.1 % of VWAP Since Earnings (10/08/18) 36.19 102.1 % of 1 Month VWAP 37.67 98.1 % of 3 Month VWAP 40.78 90.6 % of 6 Month VWAP 41.97 88.1 % of 1 Year VWAP 42.06 87.9 % of 3 Year VWAP 37.44 98.7 % of 5 Year VWAP 35.79 103.3 Basic Shares Outstanding 44.11 FDSO 44.12 Fully Diluted Equity Market Value $ 1,631 Enterprise Value $ 1,613 Balance Sheet Data Cash and Cash Equivalents $ 278 Total Debt 261 Gross Leverage 1.2 x Net LTM Leverage (0.1) Revenue Multiple Growth CY2018E $ 695 2.3 x 3.2 % CY2019E 717 2.3 3.1 % EBITDA Multiple Margin CY2018E $ 251 6.4 x 36.1 % CY2019E 260 6.2 36.2 % CapEx % of Revenue CY2018E $ 142 20.4 % CY2019E 105 14.6 % EBITDA - CapEx Multiple Margin CY2018E $ 109 14.8 x 15.7 % CY2019E 155 10.4 21.6 % Source: Management estimates. Market data as of 26-Oct-2018. Note: Estimates calendarized to Dec-31. VWAP based on closing price and total volume per day over the specified time period.Ignite Valuation Perspectives 36

STRICTLY PRIVATE & CONFIDENTIAL $36.96 $20 $30 $40 $50 Oct-2013 Aug-2014 Jun-2015 Apr-2016 Feb-2017 Dec-2017 Oct-2018 Closing Price (USD) Ignite 52-Week High 52-Week Low 52-Week High: $47.15 52-Week High: $47.15 Recent Stock Price PerformanceTimeline of Ignite’s Key Events and Market Reactions Source: Bloomberg as of 26-Oct-2018 Share Price Current $ 36.7652-Wk High $ 47.1552-Wk Low $ 35.18 VWAPs Since Earnings $ 36.19 1-Month $ 37.67 3-Month $ 40.78 6-Month $ 41.97 1-Year $ 42.06 2-Year $ 39.23 3-Year $ 37.44 5-Year $ 35.79 Note: 52-week high and low reflects inter-day trading. VWAP based on closing price and total volume per day over the specified time period. 37 Ignite Valuation Perspectives

STRICTLY PRIVATE & CONFIDENTIAL Ignite Shareholder Base ReviewOverview of Major Shareholders and Estimated Cost Basis AUM Latest Position Average Cost Historical Position (Shares) Investor Name Style ($mm) (Shares) Basis % OS Q3 '18 Q2 '18 Q1 '18 Q4 '17 Q3 '17 Q2 '17 Q1 '17 Paradice Investment Management LLC Core Value 1,788 2,094,395 $ 35.05 8.6 2,094,395 2,094,395 1,986,267 1,948,322 1,940,306 1,897,135 1,814,035 Ariel Investments, LLC Core Value 10,299 1,781,444 27.80 7.3 1,781,444 1,781,444 1,789,512 1,993,379 2,457,565 2,584,144 2,998,778 Macquarie Investment Management Growth 58,703 1,443,984 35.99 5.9 1,443,984 1,443,984 1,445,496 1,445,546 1,452,760 1,371,519 1,009,760 Lindsell Train Limited Core Value 14,516 993,100 35.96 4.1 993,100 853,100 743,400 723,400 723,400 633,400 533,400 Norges Bank Investment Management (NBIM) Core Value 773,886 727,964 37.51 3.0 727,964 727,964 727,964 727,964 397,739 397,739 346,070 Mawer Investment Management Ltd. GARP 27,233 408,838 41.24 1.7 408,838 408,838 199,180 169,030 0 0 0 Northern Trust Global Investments Core Growth 115,436 405,909 33.07 1.7 405,909 405,909 397,042 404,970 404,306 319,300 270,378 ID-Sparinvest A/S Core Value 4,323 310,832 29.01 1.3 310,832 310,846 310,542 305,227 306,774 319,535 317,840 Westwood Management Corp. (Texas) Core Value 12,638 286,878 35.25 1.2 286,878 286,878 275,168 325,730 321,070 260,538 374,655 Pinnacle Associates Ltd. Core Growth 4,861 252,336 34.33 1.0 252,336 252,336 297,541 310,116 342,621 352,611 371,051 Top 10 Active Institutional Holders 8,705,680 34.52 35.6 8,705,680 8,565,694 8,172,112 8,353,684 8,346,541 8,135,921 8,035,967 D. E. Shaw & Co., L.P. Hedge Fund 59,817 245,728 $ 32.70 1.0 245,728 245,728 269,065 288,423 302,494 192,796 204,944 PanAgora Asset Management Inc. GARP 25,926 242,689 38.09 1.0 242,689 242,689 264,906 249,073 168,739 171,497 50,157 Arrowstreet Capital, Limited Partnership Hedge Fund 42,647 230,552 40.60 0.9 230,552 230,552 260,754 144,180 81,255 124,864 64,701 Bridgeway Capital Management, Inc. Aggres. Gr. 10,309 224,216 33.10 0.9 224,216 224,216 224,216 224,216 224,216 152,216 152,216 Alberta Investment Management Corporation Core Value 11,249 206,327 36.89 0.8 206,327 206,327 206,327 206,327 206,327 206,327 151,427 American Century Investment Management, Inc. Core Growth 133,411 193,670 41.36 0.8 193,670 193,670 105,570 79,627 0 0 0 Deutsche Asset Management Americas Core Growth 85,381 191,460 38.65 0.8 191,460 191,460 143,413 138,509 84,034 74,080 26,802 Gabelli Funds, LLC Core Value 34,201 189,000 32.50 0.8 189,000 189,000 189,000 193,800 194,000 189,000 194,000 Numeric Investors LLC Core Value 15,743 155,400 42.66 0.6 155,400 155,400 48,700 0 0 0 0 Thrivent Asset Management, LLC GARP 34,153 149,768 37.90 0.6 149,768 149,768 285,553 318,402 197,145 190,855 0 Eaton Vance Management Mixed Style 46,802 149,701 33.89 0.6 149,701 149,701 149,701 149,701 149,701 149,701 149,701 River Road Asset Management, LLC Deep Value 4,832 149,236 31.19 0.6 149,236 149,236 538,758 686,395 672,475 714,835 895,998 BlackRock Investment Management, LLC Deep Value 116,289 144,582 30.95 0.6 144,582 144,582 150,299 155,897 158,766 162,124 172,487 Millennium Management LLC Hedge Fund 71,843 130,707 41.95 0.5 130,707 130,707 243,685 103,236 13,374 158,968 72,647 Nuveen LLC GARP 317,627 128,263 36.75 0.5 128,263 128,263 115,284 129,338 175,762 181,395 190,299 Top 25 Active Institutional Holders 11,436,979 36.61 46.8 11,436,979 11,296,993 11,367,343 11,420,808 10,974,829 10,804,579 10,361,346 Source: Thomson Reuters; market data as of 25-Oct-2018 38 Ignite Valuation Perspectives

STRICTLY PRIVATE & CONFIDENTIAL Precedent M&A Premia AnalysisPremium to 4-Weeks Prior || $1bn – $5bn || All Sectors U.S. Premia Analysis1 Source: Thomson SDC Data as of 23-Oct-2018. 39 % 36 % 34 % 30 % 33 % 37 % 39 % 28 % 29 % Median: 34 % 2010 2011 2012 2017 2018 2013 2014Median Premium Per Year 2015 2016Median 2010-2018YTD Medium premium of 34% would imply Ignite offer price of$49 per share 1 Note: Includes U.S. all cash deals >$1bn and <$5bn and public target company.Ignite Valuation Perspectives 39

STRICTLY PRIVATE & CONFIDENTIAL Precedent M&A Premia AnalysisPremium to 52-Wk High || $1bn – $5bn || All Sectors Premium to 52-Week High 1-Day Premia by % of 52 Week High (2010–2018YTD) Source: Thomson SDC Data, Bloomberg as of 23-Oct-2018. % of 52-Week High Bucket 59 % 44 % 52 % 36 % 30 % 26 % 26 % 40 % - 50 % - 60 % - 70 % - 80 % - 90 % - All 50 % 60 % 70 % 80 % 90 % 100 % 11 % 7 % 9 % 12 % 3 % 10 % (1)% (0)% Median 5.3%4 % 2010 2011 2012 2013 2014 2015 2016 2017 2018Median Premium per Year Median 52-Week Ignite currently trading at 78% of its 52-Week high, implying an Ignite offer price of $48 per share Median of 5.3% would imply Ignite offer price of $50 per share Note: Includes U.S. all cash deals >$1bn and <$5bn and public target company.Ignite Valuation Perspectives 40

STRICTLY PRIVATE & CONFIDENTIAL 4 13 8 7 3 1 0%-10% 40%-50% 50%+ Precedent M&A Premia AnalysisPrecedent Squeeze-Out Premiums || 2005 – 2018 YTD || Number of Transactions Controlling Shareholder(Significant Shareholder w/ ≥50% Ownership) Minority Shareholder(Significant Shareholder w/ <50% and >15% Ownership) 14 9 7 2 1 1 0%-10% 50%+ 88% of Transactions < 30% Premium 10%-20% 20%-30% 30%-40% 40%-50%Premium to 1-Day Prior 10%-20% 20%-30% 30%-40%Premium to 1-Day Prior 69% of Transactions < 30% Premium A premium of less than 30% would imply an Ignite offer price of less than $48 per share Source: RefinitivIgnite Valuation Perspectives 41

STRICTLY PRIVATE & CONFIDENTIAL Precedent M&A Premia AnalysisPremium Paid vs. Significant Shareholder % Ownership || 2005 – 2018 YTD y = 0.1812x + 0.6357R² = 0.0344 y = 0.0125x + 0.3417 R² = 0.0002 0.0 % 20.0 %10.0 % 30.0 % 50.0 %40.0 % 60.0 % 70.0 % 80.0 % 90.0 % 100.0 % 0.0 % 10.0 % 40.0 % 50.0 % 60.0 % Significant Shareholder % Ownership 20.0 % 30.0 %Initial Premium Over Market PriceControlling Shareholder Minority Shareholder A premium of less than 30% would imply an Ignite offer price of less than $48 per share Vast majority of control shareholder deals < 30% premium Source: RefinitivIgnite Valuation Perspectives 42

STRICTLY PRIVATE & CONFIDENTIAL 16.5x 9.3x 16.8x 22.0x 10.0x 13.0x 13.0x 17.1x 12.5x Median: 13.0x Live Entertainment TransactionsEnterprise Value / Last Twelve Months EBITDA Multiples Source: Company data, press releases, broker reports, Factiva1 Based on press articles.2 Based on broker reports and press release. Date Jun-20171 Jan-20172 Sep-2016 Jul-20161 Apr-20153 Dec-2013 Sep-2013 Aug-2008 Jul-2006 Target Name Acquirer Name & EV $0.1bn $0.4bn $8.0bn c. $4.0bn c. $1.5bn $2.3bn <$1.0bn $3.0bn $0.6bn Implied Multiple Share Price Median 13.0 x $ 74High 22.0 x 125Low 9.3 x 53 3 Based on Moody’s report and press articles. Ignite Valuation Perspectives 43

STRICTLY PRIVATE & CONFIDENTIAL Current Illustrative Share Price $ 36.96 $ 41.00 Potential Offer Range $ 42.00 $ 43.00 $ 44.00 $ 45.00 $ 48.00 % Premium to CurrentDilluted Shares Outstanding 0.0 %44.1 10.9 %44.1 13.6 %44.1 16.3 %44.1 19.0 %44.1 21.8 %44.1 29.9 %44.1 Equity Market Cap $ 1,631 $ 1,809 $ 1,853 $ 1,897 $ 1,941 $ 1,986 $ 2,118 Wall Street Estimates Metric Spark Live Entertainment1 EV / Revenue 2018E $ 695 2.3 x 2.6 x 2.6 x 2.7 x 2.8 x 2.8 x 3.0 x 1.5 x 3.4 x 2019E 717 2.3 2.5 2.6 2.6 2.7 2.7 2.9 1.5 3.3 2020E 735 2.2 2.4 2.5 2.6 2.6 2.7 2.9 1.4 3.2 2018 / '18 - '20 Growth 2.9 % 0.8 0.9 0.9 0.9 1.0 1.0 1.1 0.5 0.5 EV / EBITDA 2018E $ 251 6.4 x 7.1 x 7.3 x 7.5 x 7.7 x 7.8 x 8.4 x 6.3 x 10.5 x 2019E 260 6.2 6.9 7.1 7.2 7.4 7.6 8.1 6.1 9.7 2020E 266 6.1 6.7 6.9 7.1 7.2 7.4 7.9 6.0 9.1 2018 / '18 - '20 Growth 2.9 % 2.2 2.4 2.5 2.6 2.6 2.7 2.9 2.1 1.8 EV / EBITDA - Capex 2018E $ 109 14.8 x 16.4 x 16.8 x 17.2 x 17.6 x 18.0 x 19.3 x 8.4 x 17.7 x 2019E 155 10.4 11.6 11.8 12.1 12.4 12.7 13.6 8.6 15.6 2020E 168 9.6 10.7 10.9 11.2 11.5 11.7 12.5 7.0 14.0 2018 / '18 - '20 Growth 24.0 % 0.6 0.7 0.7 0.7 0.7 0.8 0.8 1.5 1.1 Ignite Valuation Perspectives Analysis at Various Prices($ in millions, except per share data) Relevant Datapoints Median Premium% 52 Week High Premium Premium to 52 Week High Control Shareholder Premium 34 %30 %5.3 %< 30 % (+) Debt(-) Cash 261(278) 261(278) 261(278) 261(278) 261(278) 261(278) 261(278) Precedent Transaction EBITDA Mult. (Median) Precedent Transaction EBITDA Mult. (Low) 13 x9 x Enterprise Value $ 1,613 $ 1,791 $ 1,835 $ 1,880 $ 1,924 $ 1,968 $ 2,100 Implied Premium Current $ 36.96 0.0 % 10.9 % 13.6 % 16.3 % 19.0 % 21.8 % 29.9 % 52 Week High 47.15 (21.6)% (13.0)% (10.9)% (8.8)% (6.7)% (4.6)% 1.8 % 52 Week Low 35.18 5.1 % 16.5 % 19.4 % 22.2 % 25.1 % 27.9 % 36.4 % VWAP 30 Day VWAP 37.67 (1.9)% 8.8 % 11.5 % 14.2 % 16.8 % 19.5 % 27.4 % 3-Month VWAP 40.78 (9.4)% 0.5 % 3.0 % 5.4 % 7.9 % 10.3 % 17.7 % 6-Month VWAP 41.97 (11.9)% (2.3)% 0.1 % 2.5 % 4.8 % 7.2 % 14.4 % 1-Year VWAP 42.06 (12.1)% (2.5)% (0.1)% 2.2 % 4.6 % 7.0 % 14.1 % 3-Year VWAP 37.44 (1.3)% 9.5 % 12.2 % 14.9 % 17.5 % 20.2 % 28.2 % 5-Year VWAP 35.79 3.3 % 14.6 % 17.4 % 20.1 % 22.9 % 25.7 % 34.1 % Source: Company filings and Ignite management estimates, Bloomberg, market data as of 26-Oct-2018. 1 Live Entertainment includes Cedar Fair, Seaworld, and Six Flags 44 Ignite Valuation Perspectives

[Acquiror Name] [Acquiror Address] November [8], 2018Board of Directors [IGNITE INC.] [IGNITE ADDRESS]Dear Members of the Board:[[Family Holdco Inc.] (“[Family Holdco]”)], an entity controlled by members of the [Ferrari] family and certain related entities (the “Family Stockholders”)1, is pleased to submit this non-binding proposal to acquire all of the outstanding shares of Class A common stock and Class B common stock of [Ignite Inc.] (“[Ignite] or “Company”) that are not owned by the Family Stockholders or certain entities and individuals related thereto, for a purchase price of $[●] per share, in cash, for each such share of [Ignite] Class A common stock and [Ignite] Class B common stock (our “Proposal”).We believe that our Proposal reflects an attractive value to [Ignite]’s public shareholders. Specifically:$[●] per share represents a premium of [●]% to the [Ignite] Class A common stock price per share of $[●] as of [November 2, 2018] and a premium of [●]% to the [_]-day volume- weighted average price per share of $[●].The Proposal represents an Enterprise Value to 2017 EBITDA multiple of [●]x[, which compares favorably to recent transactions of a similar nature]2.Moreover, our Proposal provides [Ignite’s] public shareholders with immediate liquidity, substantially reduces downside risk to existing [Ignite] shareholders, and creates certainty of value at a significant premium to the current share price.Given our familiarity with [Ignite], and for the additional reasons set forth below, we believe we represent the best-positioned party to continue to develop motorsports in the future. Members of the Family Stockholders and/or their ancestors founded [Ignite] in 1953 and have been involved with the management and operation of the Company since its inception. The Family Stockholders, together with related entities and individuals, collectively beneficially own approximately [41.6]% of the outstanding shares, and control approximately [74.1]% of the combined voting power, of both classes of [Ignite] common stock.As the industry has grown, it has experienced increased fragmentation of promotional rights and intellectual property ownership creating an increasingly challenging business environment which we expect to continue for the foreseeable future absent any changes. We believe the industry requires significant structural change in order to best position the sport on a going forward basis. This will require significant time, effort, and investment. We believe that this transformation will1 Note to Draft: Structure and holders of Family interest to be further discussed.2 Note to Draft: Language to be confirmed by Goldman, or similar language regarding a reference point to be discussed.

be best undertaken as a private company, out of the glare of the public markets which generally focus more on short-term performance and results. Moreover, we believe that the consolidation of the ownership of [Ignite] and [Nova], as private companies guided by the Family Stockholders, is in the best interests of all constituents of the sport and will position motorsports for long-term success and viability.Our Proposal is subject to the approval of the Company’s Board of Directors and the negotiation and execution of mutually acceptable definitive transaction documentation. It is our expectation that [Ignite’s] Board of Directors will appoint a special committee of independent directors to consider our Proposal and make a recommendation to the Company’s Board of Directors. We will not move forward with the Proposal unless it is approved by such a special committee, as advised by independent legal and financial advisors, as well as by a majority of the independent members of the Company’s Board of Directors. In addition, our Proposal will be subject to a non-waivable condition requiring the approval of a majority of the shares of Class A common stock and Class B common stock not owned by the Family Stockholders [or certain related entities and individuals], voting together as a single class. Definitive transaction documents related to our Proposal would not be subject to any financing conditions, and Goldman Sachs & Co. LLC has committed (subject to certain conditions precedent) to arrange 100% of the financing required with respect to our Proposal. Finally, given the Family Stockholders’ existing controlling stake in and history with the Company, we will need to perform only limited additional due diligence prior to executing definitive documentation. A list of our key diligence areas is set forth in Appendix A to this letter.In considering this Proposal, you should be aware that, in the Family Stockholders’ capacity as shareholders of the Company, the Family Stockholders are interested only in a transaction that achieves the results outlined above in respect of the shares of [Ignite] common stock not already owned by them and, as such, have no interest in selling any shares of [Ignite] common stock owned by them. The Family Stockholders would not expect, in their capacity as shareholders of [Ignite], to vote in favor of any alternative sale, merger or other extraordinary corporate transaction involving the Company. Rather, we want to re-invest in the sport and the industry and believe we are best positioned to do so. We note that neither the failure of a special committee to recommend a transaction nor the failure of [Ignite’s] public shareholders’ to approve a transaction would adversely affect the Family Stockholders’ on-going relationship with the Company. The Family Stockholders intend to remain as long-term shareholders under such circumstances.Please be aware that this Proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner at any time. No legal obligation with respect to the Proposal or any other transaction shall arise unless and until execution of mutually acceptable definitive transaction documentation between us and the Company.In connection with this proposal, we have engaged Goldman Sachs & Co. LLC as our financial advisor and Baker Botts L.L.P. as our legal advisor, and we expect the special committee to retain its own independent legal and financial advisors to assist in its review of our Proposal.We and our advisors look forward to working with the special committee and its advisors to expeditiously negotiate and consummate a mutually acceptable transaction. We are availableat your convenience to discuss any aspects of our Proposal and this important transaction.Sincerely,

[TO COME] cc: [TO COME]

APPENDIX AThe key areas of that due diligence exercise include the following: [TO COME]

SUBJECT TO DILIGENCE AND COMMITTEE APPROVAL1Goldman Sachs & Co. LLC 200 West StreetNew York, New York 10282PERSONAL AND CONFIDENTIAL[Date] [Nova], Inc.One Daytona BoulevardDaytona Beach, Florida, 32114 Attn: Jim FranceLadies and Gentlemen:You have advised Goldman Sachs & Co. LLC (“GS&Co.” and together with its affiliates, “Goldman Sachs”) that [Nova], Inc. (the “Company”) is submitting a proposal to acquire (the “Acquisition”) all of the outstanding shares of common stock of [Ignite] (the “Acquired Business”) not owned by the France Family. You have advised us that the Acquisition will be financed with indebtedness of approximately $[1.5] billion to be incurred by the Company under a senior credit facility (the “Credit Facility”). You have consulted with Goldman Sachs concerning the structuring and syndication of the Credit Facility.In connection with this letter, we have relied without independent verification upon the accuracy and completeness of all of the financial, accounting, tax and other information reviewed by us for purposes of this letter. Based on the information that you have provided to us to date and publicly available information, our analysis of the current market for loans engaged in the industry and assuming satisfactory market conditions for new issuances of bank loans in the loan syndication markets, and subject to the immediately succeeding two paragraphs and such other matters as we consider relevant, we are pleased to inform you that, as of the date hereof, we are highly confident that as sole lead arranger, sole bookrunner and sole syndication agent, the structuring and syndication of the Credit Facility can be accomplished by Goldman Sachs as part of the financing for the Acquisition as described above. We are also pleased to inform you that we have received the appropriate internal approvals to issue this letter to you.Our ability to consummate the structuring and syndication of the Credit Facility is subject to satisfaction of conditions customary for financings of the type contemplated hereby or otherwise deemed appropriate by Goldman Sachs for this transaction, including, without limitation, (i) the satisfactory completion of our due diligence investigation with respect to the Company and the Acquired Business and such due diligence investigation not disclosing any facts that would alter our current view with respect to any aspect of the Company or the Acquired Business and (ii) our having been provided reasonably acceptable offering documents and reasonable time to market the Credit Facility with the assistance of management of the Company and the Acquired Business.1 Header will be removed from the final version of the document.

[Nova], Inc.[Date], 2018Page 2Obtaining financing for the Acquisition is inherently subject to uncertainties and contingencies beyond our control; accordingly, this letter is not a commitment by GS&Co. or any of its affiliates to place, purchase or provide any loans under the Credit Facility, and there can be no assurance that the structuring and syndication of the Credit Facility will in fact be accomplished. Any such commitment or participation by Goldman Sachs in any such transaction would be subject to (i) receipt of internal Goldman Sachs committee approvals, which will take into account, among other things, our regulatory risk rating in light of various factors including without limitation the structure and terms of any leveraged loan and the plan and model for the Company, (ii) the terms and conditions of the Credit Facility and all related documentation with respect to the Credit Facility and the structuring and syndication thereof being executed and delivered and satisfactory in form and substance to Goldman Sachs, (iii) the terms and conditions of the Acquisition (including purchase prices and the receipt of necessary governmental, regulatory or other third party consents and approvals)and all related documentation being in form and substance satisfactory to Goldman Sachs and (iv) satisfaction of other conditions customary for financings of the type contemplated hereby or otherwise deemed appropriate by Goldman Sachs for this transaction. The structure, covenants and terms of the Credit Facility will be determined by Goldman Sachs in consultation with the Company, based on market conditions at the time of the syndication and on the structure and documentation of the Acquisition.This letter and any written or oral communications provided by us are exclusively for your information and assistance in evaluating the financing of the Acquisition and may not be used, circulated, quoted or otherwise referred to with any other person or for any other purpose; nor is this letter or any such communications or information contained therein to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in each case in accordance with the prior written consent of GS&Co. Notwithstanding the foregoing, this letter may be shown to the Acquired Business provided that the Acquired Business agrees to treat this letter as confidential.The parties hereto agree that any suit or proceeding arising in respect of this letter or the matters discussed herein will be tried exclusively in any Federal court of the United States of America sitting in the Borough of Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the Company hereby submits to the exclusive jurisdiction of, and to venue in, such court.In addition, please note that Goldman Sachs does not provide accounting, tax or legal advice. Notwithstanding anything herein to the contrary, you are authorized to disclose to any person the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to you relating to that treatment and structure, without Goldman Sachs imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

[Nova], Inc.[Date], 2018Page 3 Very truly yours,GOLDMAN SACHS & CO. LLCBy: Name:Title:

STRICTLY PRIVATE & CONFIDENTIAL Potential Equity Partner Status Update Partner Key Contact Meeting Date Rationale Greg Maffei 19-Nov Owns interests in a broad range of media, communications and entertainment businessesSubsidiaries include Formula 1, Sirius XM, and theBraves Group which trade as separate tracking stocks John W. Henry John Henry 13-Nov or 20-Nov Expertise in sports and live event rightsPrincipal owner of The Boston Globe, Boston Red Sox, Liverpool Football Club and co-owner of Roush Fenway Racing Confidential Family Investor – 17-Nov or 20-Nov Egon Durben (SilverLake) 12-Nov Diversified live sports experience (e.g. UFC, European Basketball JV, eSports)Expertise in licensing and commercializing assetsDemonstrated strong interest in Formula 1 Eric Shanks TBD Multiple sports networks including Spanish focused Fox DeportesNational broadcast and cable distributionSophistication with media rights John Stankey TBD Provides broadband television services and satellite subscription services through U-verse and DirecTVAcquisition of Time Warner providing original mediacontent through Turner Broadcasting, HBO, etc. Source: Public information sources and company websites 54 Potential Equity Partner Overview

STRICTLY PRIVATE & CONFIDENTIAL Source: Company Management, Bloomberg, Company filings.Note: All figures based on illustrative 30% premium to current Ignite share price and pro forma Nova + Ignite EBITDA of $335mm.Potential Equity Partner Overview 55 Summary Nova / Ignite Sources of Financing A take-private of Ignite would be financeable entirely with debt should the Family desire to do so i.e. require no third party / partner equityTransaction would require $2.7 billion in total funding (assuming 30% takeover premium)Rollover of Family stake in Ignite would provide $0.9 billion of fundingCash on hand would provide $0.3 billion of fundingResulting total debt at combined Nova / Ignite of $1.5 billion or ~4.5x pro forma gross leverage as of 30-Jun-2019The Family could also opt for more conservative leverage (e.g. 2.5 - 3.5x leverage) and fund part of the transaction in partnership with a third-party equity providerThis would imply total debt of $0.8bn – $1.2bn (assuming 30% takeover premium)Third-party equity financing required would be between $300m – $600mm at this leverage level2.5x pro forma leverage would result in$835 million total debt$661 million third party equity financing3.5x pro forma leverage would result in$1,170 million total debt$326 million third party equity financing

STRICTLY PRIVATE & CONFIDENTIAL Nova / Ignite Sources of FinancingAnalysis at Various Premiums and Leverage Ratios ($ in billions) Equity Required Ignite Premium Leverage / Total Debt 20.0 % 22.5 % 25.0 % 27.5 % 30.0 % 2.0 x / $ 0.7 bn $ 0.7 $ 0.8 $ 0.8 $ 0.8 $ 0.8 2.5 x / $ 0.8 bn $ 0.6 $ 0.6 $ 0.6 $ 0.6 $ 0.7 3.0 x / $ 1.0 bn $ 0.4 $ 0.4 $ 0.4 $ 0.5 $ 0.5 3.5 x / $ 1.2 bn $ 0.2 $ 0.3 $ 0.3 $ 0.3 $ 0.3 4.0 x / $ 1.3 bn $ 0.1 $ 0.1 $ 0.1 $ 0.1 $ 0.2 4.5 x / $ 1.5 bn $ 0.0 $ 0.0 $ 0.0 $ 0.0 $ 0.0 Source: Company Management, Bloomberg, Company filings.Note: All figures based on illustrative 30% premium to current Ignite share price and pro forma Nova + Ignite EBITDA of $335mm.Potential Equity Partner Overview 56

51 STRICTLY PRIVATE & CONFIDENTIAL Project Overdrive TimelineChecklist to November 9th Board Meeting Timeline and Next Steps Workstream Responsibility October Mon Oct-29 Status meeting in Daytona GS, Nova Tues Oct-30 Wed Oct-31 Check-in CallEquity Presentation Drafting Session GS, NovaGS, Nova November Thurs Nov-1 Fri Nov-2 Check-in CallEquity Presentation Drafting Session GS, NovaGS, Nova Mon Nov-5 Status meeting in Daytona Tues Nov-6 Check-in Call GS, Nova Wed Nov-7 Equity Presentation Drafting Session GS, Nova Thurs Nov-8 Initial Commitment Papers agreed and GS to provide signed Highly Confident Letter to NovaNova delivers bid to Ignite GS, NovaNova Fri Nov-9 Project Overdrive Board Meeting Nova October 2018 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 November 2018 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Nova meeting with Silver Lake in Menlo Park (12-Nov) and Liberty Media in Denver (19-Nov)

STRICTLY PRIVATE & CONFIDENTIAL Appendix A: Additional Materials

STRICTLY PRIVATE & CONFIDENTIAL Recent First Time Term Loan B IssuersMid / Low BB Credit Ratings Formula One’s TLB is currently trading below par at around 99 Priced Issuer Tranche Moody's S&P Size Maturity Spread UOP Industry 60 Additional Materials 9/27/2018 Lotus Midstream TLB Ba3 BB- $ 350 2025 3.25% M&A NR 9/21/2018 Garrett Motion TLB Ba3 BB- 425 2025 2.50% Spin-off IND 8/8/2018 Lumentum Holdings TLB Ba3 BB- 500 2025 2.50% M&A TMT 6/19/2018 Celestica TLB Ba2 BB 350 2025 2.00% Refinancing IND 6/1/2018 Plantronics TLB Ba2 BB 1,275 2025 2.50% M&A TMT 5/3/2018 Speedcast TLB Ba3 BB- 425 2025 2.50% Refinancing TMT 4/30/2018 Perspecta TLB Ba3 BB 500 2025 2.25% M&A TMT 4/23/2018 Apergy TLB Ba3 BB- 415 2025 2.50% Refinancing IND 4/9/2018 Adtalem Global Education TLB Ba3 BB 300 2025 3.00% Refinancing, GCP TMT 3/22/2018 Hudson River Trading TLB Ba2 BB- 300 2025 4.25% M&A, Refi, GCP TMT Average $ 484 2.73 % Max 1,275 4.25 % Min 300 2.00 % Formula One Term Loan B B2 B+ $ 2,902 2024 2.50 % TMT Source: LCD, Bloomberg.

STRICTLY PRIVATE & CONFIDENTIAL 61 Additional Materials Ignite Shareholder Base ReviewIllustrative Premium at Various Share Prices Source: Refinitiv; market data as of 25-Oct-2018. Investor Name Average CostBasis Implied Premium At Various Share Prices % OS $ 40.00 $ 41.00 $ 42.00 $ 43.00 $ 44.00 $ 45.00 $ 46.00 $ 47.00 $ 48.00 $ 49.00 $ 50.00 Paradice Investment Management LLC $ 35.05 8.6 % 14 % 17 % 20 % 23 % 26 % 28 % 31 % 34 % 37 % 40 % 43 % Ariel Investments, LLC 27.80 7.3 44 48 51 55 58 62 65 69 73 76 80 Macquarie Investment Management 35.99 5.9 11 14 17 19 22 25 28 31 33 36 39 Lindsell Train Limited 35.96 4.1 11 14 17 20 22 25 28 31 33 36 39 Norges Bank Investment Management (NBIM) 37.51 3.0 7 9 12 15 17 20 23 25 28 31 33 Mawer Investment Management Ltd. 41.24 1.7 (3) (1) 2 4 7 9 12 14 16 19 21 Northern Trust Global Investments 33.07 1.7 21 24 27 30 33 36 39 42 45 48 51 ID-Sparinvest A/S 29.01 1.3 38 41 45 48 52 55 59 62 65 69 72 Westwood Management Corp. (Texas) 35.25 1.2 13 16 19 22 25 28 31 33 36 39 42 Pinnacle Associates Ltd. 34.33 1.0 17 19 22 25 28 31 34 37 40 43 46 Top 10 Active Institutional Holders $ 34.52 35.6 % 16 % 19 % 22 % 25 % 27 % 30 % 33 % 36 % 39 % 42 % 45 % D. E. Shaw & Co., L.P. $ 32.70 1.0 % 22 % 25 % 28 % 31 % 35 % 38 % 41 % 44 % 47 % 50 % 53 % PanAgora Asset Management Inc. 38.09 1.0 5 8 10 13 16 18 21 23 26 29 31 Arrowstreet Capital, Limited Partnership 40.60 0.9 (1) 1 3 6 8 11 13 16 18 21 23 Bridgeway Capital Management, Inc. 33.10 0.9 21 24 27 30 33 36 39 42 45 48 51 Alberta Investment Management Corporation 36.89 0.8 8 11 14 17 19 22 25 27 30 33 36 American Century Investment Management, Inc. 41.36 0.8 (3) (1) 2 4 6 9 11 14 16 18 21 Deutsche Asset Management Americas 38.65 0.8 4 6 9 11 14 16 19 22 24 27 29 Gabelli Funds, LLC 32.50 0.8 23 26 29 32 35 38 42 45 48 51 54 Numeric Investors LLC 42.66 0.6 (6) (4) (2) 1 3 5 8 10 13 15 17 Thrivent Asset Management, LLC 37.90 0.6 6 8 11 13 16 19 21 24 27 29 32 Eaton Vance Management 33.89 0.6 18 21 24 27 30 33 36 39 42 45 48 River Road Asset Management, LLC 31.19 0.6 28 31 35 38 41 44 47 51 54 57 60 BlackRock Investment Management, LLC 30.95 0.6 29 32 36 39 42 45 49 52 55 58 62 Millennium Management LLC 41.95 0.5 (5) (2) 0 3 5 7 10 12 14 17 19 Nuveen LLC 36.75 0.5 9 12 14 17 20 22 25 28 31 33 36 Top 25 Active Institutional Holders $ 36.61 46.8 % 9 % 12 % 15 % 17 % 20 % 23 % 26 % 28 % 31 % 34 % 37 %

STRICTLY PRIVATE & CONFIDENTIAL Leverage SensitivityAssumes No Sponsor Equity Note: Market data as of 19-Oct-2018. Dividend sizes represent annual numbers. Assumes transaction close 31-Dec-2018.1 Assumes no interest rate change in 2019, 25% in 2020, 50% in 2021, 75% in 2022 and 100% in 2023+. Pro Forma Gross Leverage | Dividend Sensitivity 2 1 Achievable Conservative Case2018 2019 2020 2021 2022 Dividend Size ($mm) $ 10 4.5 x 4.2 x 3.7 x 3.0 x 2.4 x $ 15 4.5 x 4.2 x 3.7 x 3.0 x 2.4 x $ 20 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x $ 25 4.5 x 4.2 x 3.8 x 3.1 x 2.5 x $ 30 4.5 x 4.2 x 3.8 x 3.1 x 2.6 x Downside Conservative Case2018 2019 2020 2021 2022 xx x 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x Dividend Size ($mm) $ 10 4.5 x 4.2 x 3.8 x 3.6 x 3.4 $ 15 4.5 x 4.2 x 3.9 x 3.6 x 3.5 $ 20 4.5 x 4.2 x 3.9 x 3.6 x 3.5 $ 25$ 30 62 Additional Materials Change in 2023E LIBOR -100bp-50bp 4.54.5 x x 4.24.2 x x 3.73.7 x x 3.03.0 x x 2.42.4 x x +0bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +50bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +100bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +150bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x +200bp 4.5 x 4.2 x 3.7 x 3.1 x 2.5 x Pro Forma Gross Leverage | Interest Rate Sensitivity11 Achievable Conservative Case 2 Downside Conservative Case2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 Change in 2023E LIBOR -100bp-50bp 4.54.5 x x 4.24.2 x x 3.93.9 x x 3.63.6 x x 3.53.5 x x +0bp 4.5 x 4.2 x 3.9 x 3.6 x 3.5 x +50bp 4.5 x 4.2 x 3.9 x 3.7 x 3.5 x +100bp 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x +150bp 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x +200bp 4.5 x 4.2 x 3.9 x 3.7 x 3.6 x

STRICTLY PRIVATE & CONFIDENTIAL Note: Estimates calendarized to Dec-31.Additional Materials 63 Common Stock Comparison Ignite and Publicly Traded Peers($ in millions, except per share data) Source: Wall Street estimates and management projections. Market data as of 26-Oct-2018. Closing Price % of 52 Week Adjusted EquityMarket Adjusted Enterprise Enterprise Value Multiples (2) Sales EBITDA EBITDA-Capex Company 26-Oct-2018 High Cap (1) Value (1) LTM 2017 2018 2019 LTM 2017 2018 2019 LTM 2018 2019 Ignite $ 36.96 74 % $ 1,630 $ 1,610 2.3 x 2.4 x 2.3 x 2.2 x 6.6 x 6.5 x 6.4 x 6.2 x 30.1 x 14.8 10.4 Spark 15.53 73 641 757 1.7 1.7 1.6 1.6 6.6 5.6 6.4 6.2 9.0 8.5 8.6 Live Entertainment Cedar Fair $ 49.40 70 2,794 4,420 3.4 3.3 3.3 3.2 10.1 9.2 9.5 9.1 16.2 15.8 14.7 Six Flags 54.19 74 4,629 7,137 4.9 5.3 4.8 4.6 13.3 13.7 12.8 11.9 17.6 16.8 15.5 SeaWorld Entertainment 26.09 80 2,300 3,784 2.9 3.0 2.8 2.7 12.8 12.6 10.1 9.3 29.1 19.1 15.1 High 80 % $ 4,629 $ 7,137 4.9 x 5.3 x 4.8 x 4.6 x 13.3 x 13.7 x 12.8 x 11.9 x 30.1 x 19.1 x 15.5 x Mean 74 % 2,399 3,542 3.0 3.1 3.0 2.9 9.9 9.5 9.0 8.5 20.4 15.0 12.9 Median 74 % 2,300 3,784 2.9 3.0 2.8 2.7 10.1 9.2 9.5 9.1 17.6 15.8 14.7 Low 70 % 641 757 1.7 1.7 1.6 1.6 6.6 5.6 6.4 6.2 9.0 8.5 8.6