CONSENT OF THE BENCHMARK COMPANY, LLC
February 14, 2023
Global Systems Dynamics, Inc.
815 Walker Street, Suite 1155
Houston, TX 77002
Attn: Board of Directors
| RE: | Proxy Statement / Prospectus of Global Systems Dynamics, Inc. (“GSD”) which forms part of the Registration Statement on Form S-4 of GSD (the “Registration Statement”). |
Dear Members of the Board of Directors:
Reference is made to our opinion letter (“Opinion”), dated December 14, 2022, to the Board of Directors (the “Board”) of GSD. We understand that GSD has determined to include our Opinion in the Proxy Statement / Prospectus of GSD (the “Proxy Statement/Prospectus”) included in the above referenced Registration Statement.
Our Opinion was provided for the use, information and benefit of the Board (solely in its capacity as such) in connection with its consideration of the transaction contemplated therein and may not be used, circulated, quoted or otherwise referred to for any other purpose, nor is it 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 instance, in accordance with our prior written consent. In that regard, we hereby consent to the reference to our Opinion in the Proxy Statement/Prospectus included in the Registration Statement filed with the Securities and Exchange Commission as of the date hereof under the captions “Summary of The Proxy Statement — Opinion of GSD’s Financial Advisor” and “GSD Proposal 1 — The Business Combination Proposal — Opinion of GSD’s Financial Advisor” and to the inclusion of our Opinion as Annex B to the Proxy Statement / Prospectus. Notwithstanding the foregoing, it is understood that this consent is being delivered solely in connection with the filing of the above-mentioned Registration Statement as of the date hereof and that our Opinion is not to be filed with, included in or referred to in whole or in part in any registration statement (including any amendments to the above-mentioned Registration Statement), proxy statement or any other document, except, in each instance, in accordance with our prior written consent.
In giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
The Benchmark Company, LLC
/s/ The Benchmark Company, LLC