Summary of ENTERPRISE ACQUISITION CORP.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following MD&A is intended to help the reader understand the results of operations, financial condition, and cash flows of the Company. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements.

Special Note About Forward-Looking Statements

Certain statements in Management's Discussion and Analysis ("MD&A"), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled "Risk Factors" (refer to Part II, Item 1A). We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

We were formed on July 9, 2007 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. We intend to utilize cash derived from the proceeds of our initial public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. The issuance of additional shares of our capital stock:

• may significantly reduce the equity interest of our stockholders;

• may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those afforded to our common stock;

• will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and

• may adversely affect prevailing market prices for our common stock.

Similarly, if we issue debt securities, it could result in:

• default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that require the maintenance of certain financial ratios or reserves and we breach any such covenant without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and

• our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding.

We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through an offering of our equity securities.

The net proceeds from the sale of 25,000,000 units, each unit consisting of one share of common stock and one warrant exercisable for an additional share of common stock, in our initial public offering (the "Offering"), after deducting offering expenses of approximately $750,000 and underwriting discounts of approximately $17,500,000, was approximately $231,750,000. However, the underwriters have agreed that $0.335 per unit of the underwriting discounts and commissions will be deferred and will not be payable unless and until we consummate a business combination. Accordingly, $240,075,000 plus the $7,500,000 we will receive from the sale of the insider warrants, was placed in trust and the remaining amount was held outside of trust. We intend to use substantially all of the

net proceeds of the Offering, including the funds held in the trust account (excluding deferred underwriting discounts and commissions), to acquire a target business and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

We believe that the estimated $50,000 of net proceeds not held in the trust account, plus the up to $2,450,000 of interest earned on the trust account balance, as well as amounts necessary for our tax obligations, that may be released to us, will be sufficient to allow us to operate for at least the next 24 months, assuming that a business combination is not consummated during that time. Over this time period, we will be using these funds for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. We anticipate that we will incur approximately:

• $1,000,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of a business combination;

• $250,000 of expenses for the due diligence and investigation of a target business by our officers, directors and initial stockholders;

• $200,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

• $180,000 for the administrative fee payable to Bell & Staton, Inc. ($7,500 per month for twenty- four months); and

• $870,000 for general working capital that will be used for miscellaneous expenses and reserves, including director and officer liability insurance premiums.

We do not believe we will need to raise additional funds following the Offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us, although we have not entered into any such arrangement and have no current intention of doing so.

We are obligated, commencing on November 7, 2007, to pay to Bell & Staton, Inc., an affiliate of Daniel C. Staton and Marc H. Bell, a monthly fee of $7,500 for general and administrative services.

Staton Bell Blank Check LLC, an entity owned directly or indirectly by Daniel C. Staton, Marc H. Bell and Maria Balodimas Staton, had advanced an aggregate of $350,000 to us, on a non-interest bearing basis, for payment of offering expenses on our behalf. $250,000 of the loan was repaid out of the proceeds of the Offering not being placed in trust.

Staton Bell Blank Check LLC had committed to purchase an aggregate of 7,500,000 warrants at $1.00 per warrant (for a total purchase price of $7,500,000) from us. This purchase took place on a private placement basis simultaneously with the consummation of the Offering.

The Company's registration statement for the Offering was declared effective on November 7, 2007 and the Company consummated the Offering on November 14, 2007. The Company sold to the public 25,000,000 Units, with each Unit comprised of one share of common stock and one Warrant, at a price of $10.00 per unit. Proceeds from the initial public offering totaled $231,754,450, which was net of $9,870,550 in underwriting and other expenses and $8,375,000 of deferred underwriting fees.