#1ofte.. # ELMS ELECTRIC LAST MILE SOLUTIONS ELMS M Investor Presentation February 2021 32.01 ▬ & FORUM MERGER III CORPORATION#2"H... ELMS Disclaimer Important Disclosures This investor presentation (the "presentation") is for information purposes only to assist interested parties in making their own evaluation with respect to the possible transaction (the "Transaction") between Forum Merger III Corporation ("Forum") and Electric Last Mile, Inc. ("ELMS"). The information contained herein does not purport to be all-inclusive and none of Forum, ELMS or their respective directors, officers, stockholders, affiliates or advisers or any other person makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation or any other written or oral communication to the recipient in the course of the recipient's evaluation of Forum or ELMS. The information contained herein is preliminary and is subject to change and such changes may be material. The information in this presentation assumes that the Transaction is consummated on the terms contemplated by the Agreement and Plan of Merger ("Merger Agreement") entered into by Forum and ELMS. ELECTRIC LAST MILE SOLUTIONS This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Forum, ELMS, or any of their respective affiliates (and there shall not be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction). You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described, and by accepting this presentation, you confirm that you are not relying upon the information contained herein to make any decision. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Transaction or the accuracy or adequacy of this presentation. Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forum and ELMS's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Forum's and ELMS's expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of the closing conditions to the Transaction, the size, demands and growth potential of the markets for ELMS's products and ELMS's ability to serve those markets, ELMS's ability to develop innovative products and compete with other companies engaged in the commercial delivery vehicle industry and/or the electric vehicle industry, ELMS's ability to attract and retain customers, the estimated go to market timing and cost for ELMS's products, the implied valuation of ELMS and the timing of the completion of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Forum's and ELMS's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the Transaction to fail to close; (2) the inability of ELMS to (x) execute transaction agreements with SF Motors, Inc. (d/b/a SERES) that are in form and substance acceptable to Forum (at Forum's sole discretion), (y) acquire a leasehold interest or fee simple title to the Indiana manufacturing facility or (z) secure key intellectual property rights related to its proposed business; (3) the outcome of any legal proceedings that may be instituted against Forum or ELMS following the announcement of the Transaction; (4) the inability to complete the Transaction, including due to failure to obtain approval of the stockholders of Forum or other conditions to closing in the Merger Agreement; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Transaction; (6) the inability to obtain the listing of the common stock of the post-acquisition company on the Nasdaq Stock Market or any alternative national securities exchange following the Transaction; (7) the risk that the announcement and consummation of the Transaction disrupts current plans and operations; (8) the inability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the Transaction; (10) changes in applicable laws or regulations; (11) the possibility that ELMS may be adversely affected by other economic, business, and/or competitive factors; (12) the impact of COVID-19 on the combined company's business; and (13) other risks and uncertainties indicated from time to time in the proxy statement filed relating to the Transaction, including those under the "Risk Factors" section therein, and in Forum's other filings with the Securities and Exchange Commission. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that Forum considers immaterial or which are unknown. Forum cautions that the foregoing list of factors is not exclusive. Forum cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. ELMS is currently engaged in limited operations only and its ability to carry out its business plans and strategies in the future (in each case, as described in this presentation) are contingent upon the closing of the proposed Transaction. The consummation of the Transaction is subject to, among other conditions, (i) the execution and effectiveness of transaction agreements by ELMS with SF Motors, Inc. (d/b/a SERES) that are each in form and substance acceptable to Forum (at Forum's sole discretion), (ii) the acquisition by ELMS of a leasehold interest or fee simple title to the Indiana manufacturing facility prior to the Transaction, and (iii) the securing by ELMS of key intellectual property rights related to its proposed business (collectively, the "Carveout Transaction"). All statements in this presentation regarding the anticipated business of ELMS assumes the completion of the Carveout Transaction. Forum does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Industry and Market Data In this presentation, we rely on and refer to information and statistics regarding market participants in the sectors in which ELMS expects to compete and other industry data. We obtained this information and these statistics from a variety of publicly available sources, including reports by market research firms and other public company filings. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © or symbols, but Forum and ELMS will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Additional Information and Where to Find It Forum has filed with the U.S. Securities and Exchange Commission ("SEC") a preliminary proxy statement in connection with its business combination with ELMS and other matters. Forum's stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, when available, the definitive proxy statement, in connection with Forum's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed business combination, because these documents contain important information about Forum, ELMS and the proposed business combination. Forum's stockholders may also obtain a copy of the preliminary proxy statement and the definitive proxy statement, once available, as well as other documents filed with the SEC by Forum, without charge, at the SEC's website located at www.sec.gov or by directing a request to: Forum Merger III Corporation, 1615 South Congress Avenue, Suite 103, Delray Beach, FL 33445. The information contained on, or that may be accessed through, the websites referenced in this presentation is not incorporated by reference into, and is not a part of, this presentation. Participants in the Solicitation Forum and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the business combination. Information about the directors and executive officers of Forum and a description of their interests in Forum are set forth in the preliminary proxy statement, which was filed on February 16, 2021 with the SEC, and definitive proxy statement, when it is filed with the SEC, in connection with the proposed business combination. These documents can be obtained free of charge from the sources indicated above. ELMS and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Forum in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination are set forth in the preliminary proxy statement, which was filed on February 16, 2021 with the SEC, and definitive proxy statement, when it is filed with the SEC, in connection with the proposed business combination. These documents can be obtained free of charge from the sources indicated above. No Offer or Solicitation This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Use of Projections This presentation also contains certain financial forecasts of ELMS. Neither Forum's nor ELMS's independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of Forum's and ELMS's control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the Transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Further, the inclusion of valuation multiples and enterprise value of other companies is solely for illustrative purposes, and no assurance can be given that ELMS will be valued at comparable multiples and ELMS's valuations and projected results may differ materially from comparable companies. Use of Non-GAAP Financial Measures This presentation includes non-GAAP financial measures, including EBITDA. Forum and ELMS believe that these non-GAAP measures are useful to investors for two principal reasons: 1) these measures may assist investors in comparing performance over various reporting periods on a consistent basis by removing from operating results the impact of items that do not reflect core operating performance; and 2) these measures will be used by ELMS's management and board of directors to assess its performance and may (subject to the limitations described below) enable investors to compare the expected performance of ELMS and the combined company to its competition. Forum and ELMS believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. Other companies may calculate these non-GAAP measures differently, and therefore such measures may not be directly comparable to similarly titled measures of other companies. This presentation includes financial forecasts, including, but not limited to, with respect to ELMS's future EBITDA. A reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures is not provided in this presentation because neither Forum nor ELMS is able to provide such reconciliation without unreasonable effort.#3Transaction Summary ELMS Founders Jason Luo Founder, Executive Chairman ELMS Former President and CEO of Key Safety Systems (now Joyson Safety Systems). Following Key Safety Systems, Jason served as Chairman and CEO of Ford China. He is currently a Senior Advisor and Operating Executive at Crestview Partners. James Taylor Founder, CEO ELMS More than 30 years at General Motors, serving as the President of Cadillac and CEO of Hummer. Former Chairman and CEO of Workhorse. Prior to his role as CEO of SERES, he was at Karma Automotive as Chief Revenue Officer. Forum Merger III Corp Founders Marshall Kiev Co-CEO, President & Director Forum Merger III Corp Over 28 years of alternative investing experience. Previously a Director of Cohen Private Ventures and Chief of Staff at S.A.C. Capital Advisors. Former Partner at Main Street Resources, a middle-market private equity firm. David Boris Co-CEO, CFO & Director Forum Merger III Corp 30 years of Wall Street experience in mergers and corporate finance and has been involved in more than 15 SPAC transactions. Former Senior Managing Director and Head of Investment Banking at Pali Capital. Overview Valuation Capital Structure Pro Forma Ownership (4) ..... ELMS ELECTRIC LAST MILE SOLUTIONS Transaction Highlights ■ Forum Merger III Corp (NASDAQ: FIII) is a publicly listed special acquisition company that has signed a definitive merger agreement on December 10, 2020 with Electric Last Mile, Inc. ("ELMS"), a commercial EV company; carveout to occur simultaneously with the merger. Raised $155M PIPE in connection with the merger(¹), in addition to ~$250M in SPAC trust ■ $1,195M enterprise value at closing(2) ■ Represents attractive entry multiples relative to peer group metrics ■ ELMS Team expected to have close to ~$345M of cash(³) to fund operations and growth ■ No additional capital requirements expected after close to achieve positive cash flow ~62.8% existing shareholders(4), ~19.6% public shareholders of Forum Merger III Corp, ~5.4% Forum Merger III Corp sponsors, ~12.2% PIPE investors(5) Forum Views ELMS As A Unique Opportunity To Invest In an Innovative Vehicle Solutions Platform With A Proven Management Team (1) Includes $25 million in convertible notes issued by ELMS (which will be converted into common stock at the closing). (2) Assumes no redemptions. Enterprise value estimate based on $10.00 per share. Enterprise value includes 14.2 million shares to be reserved under the management incentive plan and excludes 5.0 million earnout shares to be issued post-closing upon $14/$16 stock price targets being hit and 15.0 million shares underlying earnout restricted stock unit grants to be made post-closing, which vest upon $14/$16 stock price targets being hit. (3) After estimated transaction fees and expenses and $35 million of payments related to the Carveout Transaction. (4) Includes 5.0 million shares of common stock proposed to be paid to SERES for strategic cooperation, consulting and technical advice provided by SERES to ELMS. (5) Includes 2.8 million shares to be issued to ELMS convertible noteholders (excluding shares issuable for accrued interest). 3#4World-Class Proven Leadership Team Focused on Execution Jason Luo Executive Chairman, Founder CEO of Key Safety Systems, Ford China and Accuride. Senior Advisor and Operating Executive at Crestview Partners. Deep experience spanning automotive and private equity with history of generating strong returns 25+ Years of Experience KSS KMSAFETYYICHES Ford 1. ACCURIDE Crestview THE CARLYLE GROUP James Taylor CEO, Founder CEO of Workhorse and executive at Karma. 30+ years of experience at General Motors, serving as President of Cadillac and CEO of Hummer 35+ Years of Experience HUMMER WORKHORSE™ KARMA Jerry Hu COO Safety expert, global operation leadership and Asia head for Key Safety Systems, commercial leadership and other management at Accuride and Volkswagen 25+ Years of Experience KSS KETSAFETY TINA Justin Prann CCO National VP of Sales and Service for Mahindra Automotive North America, senior positions within BMW North America for parts logistics and after-sales 15+ Years of Experience mahindra B M 4 W Kev Adjemian CTO Global Head of Battery Cells at Fiat Chrysler Automobiles and VP of Powertrain and EV Systems, including OTA, at Karma. Fuel cell, battery and electric powertrain R&D leadership at Nissan 20+ Years of Experience FCA FIAT CHRYSLER AUTOMOBILES NISSAN INL Idaho National Laboratory Albert Li CFO CFO of EV startup Byton and Ford China, senior positions at Bombardier in charge of aerospace operations in China 20+ Years of Experience BYTON Ford BOMBARDIER aerospace ..... ELMS ELECTRIC LAST MILE SOLUTIONS Benjamin Wu GC Chief Legal Officer and Administration head for Meridian, with extensive experience in M&A and international corporate transactions for both private and public companies 15+ Years of Experience AUTOMOTIVE Meridian.#5Seasoned Board of Directors Nominees Aligned with the Go-Forward Business Strategy Richard Peretz Former CFO, UPS Fortune 50 Financial Leadership and Global Last Mile Delivery Expertise Retired CFO and member of UPS management committee. Former CFO UPS International and Corporate Treasurer and Controller 35+ Years of Experience ups Shauna McIntyre CEO, Sense Photonics Operating Executive at the Intersection of Technology and Mobility CEO of LIDAR solutions provider Sense Photonics. Former Google automotive services program lead. Leadership roles at Honeywell and Ford. Board member of Lithia Motors 25+ Years of Experience LITHIA G Honeywell Ford Brian Krzanich CEO, CDK Global Leadership Across the Technology Ecosystem and in Manufacturing and Supply Chain CEO of automotive dealer software provider CDK Global. More than 30 years experience at Intel, serving as CEO and COO 35+ Years of Experience CDKGlobal. (intel) Neil Goldberg Chairman & CEO, Raymour & Flannigan Experienced Retailer and Real Estate Developer 45 years of retailing, merchandising and general management experience. Leading one of largest furniture retailers in the U.S. 45+ Years of Experience Raymour & Flanigan 5 Jason Luo Executive Chairman, Founder, ELMS Leader in Automotive Safety with Proven Record of Shareholder Value Creation CEO of Key Safety Systems, Ford China and Accuride. Deep experience spanning automotive and private equity with history of generating strong returns 25+ Years of Experience KSS RETSAFETY CUNNER Ford 1. ACCURIDE Crestview THE CARLYLE GROUP James Taylor CEO, Founder, ELMS Seasoned Leader of Global Automotive Brands CEO of Workhorse and executive at Karma. 30+ years of experience at General Motors, serving as President of Cadillac and CEO of Hummer 35+ Years of Experience HUMMER WORKHORSE™ KARMA ..... ELMS ELECTRIC LAST MILE SOLUTIONS David Boris Co-CEO and CEO, Forum Merger III Corp SPAC Pioneer with Significant Financial and Capital Markets Experience 30 years of Wall Street experience in mergers and corporate finance and has been involved in more than 15 SPAC transactions. 30+ Years of Experience Tattooed Chef ConvergeOne#6Business Overview ELMS ..... ELMS ELECTRIC LAST MILE SOLUTIONS#7Shift To Online And Consumer Desire For Immediacy Is Fueling Massive Demand For Delivery Vehicles Targeting Last Mile Delivery North America eCommerce market expected to be $1 trillion by 2025(¹) Last Mile Delivery Services growing in tandem to over $50 billion by 2022¹²) Delivery vehicles market growing to 1.5 million units by 2025¹³) ($ in Billions) (1) eMarketer. (2) TechNavio. (3) eMarketer, Automotive Fleet and Management Estimates. (4) Strateg& PwC Analysis $31.3 7 2018 ($ in Thousands) 982 350 Delivery Van Segment Medium Utility Segment 632 $35.3 2021E 2019 Over 50% of costs in the delivery cycle incurred in last mile portion 1,105 378 727 $39.9 2020E 2022E 53% $45.1 2021E Collection 1,231 408 823 2023E Share of Delivery Costs 4% 6% (4) 13% CAGR $51.0 37% ELECTRIC LAST MILE SOLUTIONS 2022E 1,359 441 918 ..... ELMS 2024E (2) 11% CAGR 1,489 476 1,013 Sorting Last Mile Delivery Line Haul ELMS Well-Positioned as Anticipated First Mover in Class 1 EV in Underserved Market 2025E (3)#8ELMS Believes it Can Deliver the Most Efficient Last Mile Solutions $ LOWEST COST OF OWNERSHIP ..//... ELMS ELECTRIC LAST MILE SOLUTIONS Most Efficient Last Mile Solutions is CONNECTED CROSSOVER EV PRODUCT STRATEGY will CUSTOMIZED EXISTING AND PROVEN PLATFORMS AND SYSTEMS 8 "H... ELMS ELECTRIC LAST MILE SOLUTIONS#9Company Evolution ● ● SOKON Founded 1986 | Chongqing, China (Listed on Shanghai Exchange: 601127) More than 30,000 EC35 Electric Vans Sold Across Asia Since 2017 (¹) Top-Selling Commercial Electric Delivery Van in China in 2020¹²) ✓ Supplies: Know-How for Existing EV Product Portfolio Customer Field Experience and Warranty Data ✓ Leverage High Volume of Existing Supplier Base Contracts ..//... ELMS ELECTRIC LAST MILE SOLUTIONS Independent U.S. Entity (1) Source: Sokon Group Sales Figures. (2) Baijiahao Dianche Ziyuan. (3) SF Motors, Inc. (d/b/a SERES), a Delaware Corporation, is a wholly-owned subsidiary of Sokon Group. Made-in-USA Commercial EVs 9 ● Carves-Out: SERE S SF Motors (d/b/a SERES) Founded 2016) | Santa Clara, California Electric Powertrain and Software Development for SF5 China Launch • $130M+ Invested in Mishawaka, Indiana Factory for EV Production 100,000 Capacity Indiana Manufacturing Plant ..... Experienced Automotive and Software Team ELMS ELECTRIC LAST MILE SOLUTIONS License Rights to EV Tech and Over-the-Air Patent Portfolio#10A Differentiated Business Model to Deliver Efficient, Connected and Customized Last Mile Solutions Tier-1 Suppliers (¹) • Existing and Proven Platforms, Subsystems and Components Data Providers (2) myDEOTAB = ..... OEMs GEOTAB. Telematics and Data ✓ Safety & Homologation ✓Software & loT ✓Customization ALLEGRA S LAR ROOFING ..th... ELMS ELECTRIC LAST MILE SOLUTIONS Low Cost Fast to Market with Quick Refresh Cycle Reliable Connected Customized Made-in-USA EVS CUSTOMER SOLUTIONS 30,000+ Pre-Orders to Date (4) GREENWORKS ENERGY (1) Signed agreements with Contemporary Amperex Technology and Jing-Jin Electric North America. (2) Signed agreement with Geotab Inc. (3) Upfitter logos represent companies with whom ELMS is currently in discussions. (4) As of February 4, 2021. Figure refers to signed pre-orders. Final purchase order contingent upon satisfaction of customer requirements. ✓ Vehicle Integration 10 ✓EPT Engineering ✓ CATL JJE Validated Electric Systems, Motors, Batteries and Vehicle Parts Manufacturing MOBILE DRYCLEANING ..... ELMS ADRIAN STEEL ELECTRIC LAST MILE SOLUTIONS Upfitters(3) IVS L AUTO TRUCK GROUP A HOLMAN ENTERPRISE Customization to End-Use Case#11ELMS' Business Model Enables Short Time To Market Key Work Streams Timing:¹) Q1 Engineering Program Requirement Complete Homologation Compliance Plan (Component Level) Engineering Change Manufacture Process Development Manufacture Process Freeze Manufacture Jigs & Tools First Pilot Pre - Testing Vehicle Build Pre Regulatory Testing Pre Production Final Regulatory Testing SOP Vehicle Sales (2) Q2 2021 Q3 Q4 4,000 (1) Timeline representative of projected Urban Delivery milestones. (2) Vehicle sales represent combination output of projected Urban Delivery and Urban Utility vehicles. 2022 11 19,100 2023 35,000 2024 ELMS Poised to Deliver First Class 1 Electric Vehicle in Second Half of 2021 55,000 ..... ELMS ELECTRIC LAST MILE SOLUTIONS 2025 83,000#12ELMS Has The Key Critical Enablers To Be First Mover to the Market ✓ Plant in Indiana Retrofitted for EV Production Plant Readiness ✓ Plant 90% Ready for U.S. Production ✓ Access to Trained Workforce of Over 400 ✓ Anticipated Launch in Second Half of 2021 Walmart Cox AUTOMOTIVE" 0 Merchants FLEET Proven, Reliable EV Platforms and Subsystems ✓ Current Design Off of Existing, Reliable Commercial (1) EV Product That has Sold 30,000+ in Asia then MUZE Suning 89 ELMS Anticipated to be First OEM To U.S. Market with an EV Urban Delivery Vehicle' (2) RANDY-MARION Strong Customer Demand And 30,000+ Pre-Orders (³) FedEx MG MOMENTUM GROUPS ✓ 12 Engineering and Sourcing Identified Engineering Program in Regulatory Compliance ✓ To Receive Body Production Parts ✓ Domestic Supply of EV Powertrain From Global Suppliers, With Long-Term Battery Supply From CATL Ryder DONLEN Ever better.™ ..... Place ELMS ELECTRIC LAST MILE SOLUTIONS ✓ Transition to Additional Locally Sourced Materials for Key Systems IVS INNOVATIVE VEHICLE SOLUTIONS to Meet U.S. BEST BUY (1) Vehicles produced and sold by Sokon Group. (2) Projected as of date of presentation. (3) As of February 4, 2021, companies on this page are either a) customers with whom ELMS or its distributing partners are currently in discussions, and/or b) signed pre-order customers. 30,000+ pre-orders figure refers to signed pre-orders. Final purchase order contingent upon satisfaction of customer requirements. Trademarks on this page are the property of the respective companies.#13Last Mile Landscape ..... ELMS ELECTRIC LAST MILE SOLUTIONS#14Last Mile Use Cases prime FedEx Fynress AT&T Transportation / e-Commerce 0520-00-3200 CA ACO TORT Communications verizon 1 EN ( DIESES FAHRZEUG MIT ELEKTROANTRIES + GREENWORKS ENERGY COMCAST 91332 494130 MCAVOY K Blossom Basket Float 217.367 ROSE Electrical 07909 833076 Industrial Small Business Skie 602-919-7789 SCOOKIEBAR COM BAR 14 SEA SODE n CUSTARD THE SCOOKIE BAR BUILDINGS UNIT FONY KEEP BACK VAW Municipalities Utilities ELECTRIC LAST MILE SOLUTIONS first on 5G ELMS Expects To Fulfill The Requirements For A Broad Universe Of Commercial Customers With Customized Solutions "the.. ELMS EconEdison Beber Lagu Caming TWISTED 7 730 PUBLIC WORKS & UTILITIES BRUSHPAINTING#15U.S. Commercial Delivery EV Market Landscape(¹) Category CONVERSION COMPANIES CLASSES 4-8 CLASS 3 10,001-14,000 Lb. CLASS 2 6001-10,000 Lb. CLASS 1 <6000 Lb. ⒸHYLIION FLMS Nikola One TBC ELMS Urban Utility - 2022 (1) Representative landscape. As of February 4, 2021. ELMS Urban Delivery - 2021 XLFleet WORKHORSE C650 EV Announcements Workhorse C650 4 Tesla Semi 2021 Th TM Ford eTransit 2022 WORKHORSE Workhorse C1000 2020 *ELMS Anticipated First EV in Class 1 15 LIGHTNING e MOTORS Daimler Freightliner 2022 prime Amazon/Rivian 2022 SOLUTIONS CO COC GM/BrightDrop EV600 2021 Canoo MPDV1 2023 P Green Power MOTOR COMPANY Canoo MPDV3 TBD Canoo MPDV2 TBD Pickup Ford F-150 2022 "the.. ELMS ELECTRIC LAST MILE SOLUTIONS Lordstown Endurance 2021 Tesla Cybertruck 2021 Ram Pickup TBD Rivian R1T 2021 Hummer EV 2021#16U.S. Commercial Delivery Market By Weight Class (¹) Gross Vehicle Weight CLASS 3 10,001-14,000 Lb. CLASS 2 6001-10,000 Lb. CLASS 1 <6000 Lb. (1) As of February 4, 2021. ELMS Urban Utility - 2022 Urban Delivery - 2021 EV Announcements WORKHORSE Workhorse 2020 650 Workhorse C650 Amazon/Rivian 2022MY Canoo MPDV1 2023 Canoo MPDV3 TBD SOLUTIONS CO Ford eTransit 2022MY GM/BrightDrop EV600 2021 Canoo MPDV2 TBD *ELMS Anticipated First EV in Class 1 16 Gas Entries Currently In Market Ford Transit 350 Ram Promaster Ram Promaster City GMC Savana 3500 Ford Transit ELMS Expects to Offer The First Class 1 EV In An Underserved Commercial Delivery Segment Chevrolet Express Ford Transit Connect ..... ELMS ELECTRIC LAST MILE SOLUTIONS Ram Promaster 3500 Mercedes Sprinter Nissan NV200#17Crossover Strategy Offering Superior Cargo Room and Cost Alternatives ~125 Cu.Ft. +35% space Class 1 MSRP: ~$25,000 Ford Transit Connect - 104-127 Ram Promaster City - 132 Nissan NV 200-123 170218 Cu. Ft. $25,000 ELMS Urban Delivery (2021) - 170 ELMS ELMS + ELMS Urban Delivery (2022) - 218 Same Price as Gas Vehicle/35% More Cargo Space Source: Public sources. Price of ELMS vehicles net of $7,500 Federal Tax Credit. Urban Delivery and Urban Utility specifications based on current designs. More Space Cargo Space 240- 500 Cu. Ft. Class 2 ~$30,000 - $44,000 Ford Transit - 247-487 Ram Promaster - 259-463 Nissan VN - 264-323 Chevrolet Express - 240-284 17 400-600 Cu. Ft. $35,000 ELMS Urban Utility - 2022 Urban Utility Variant More or Equivalent Cargo Space / EV / Cost Effective 13+% Cost Savings ..... ELMS ELECTRIC LAST MILE SOLUTIONS ~450 - 750+ Cu. Ft. Class 3 ~$40,000 - $50,000 Ford Transit 350 GMC Savana 3500 Ram Promaster 3500#18Urban Delivery Expected to Draw Share from Class 1 and Class 2 ~70% ELMS Volume From Class 1 Class 1 Vehicles Avg Cargo Volume: ~125 cu. ft. Avg Price: $25k ↑ Same Price +35% More Space 170 cu. Ft. Urban Delivery $25,000 ELMS ~30% ELMS Volume From Class 2 +16% Acquisition Cost Savings ELMS Class 2 Vehicles Avg Cargo Volume: 240-500 cu. ft. Avg Price: $30k - $44k Source: Public sources. Price of ELMS vehicles net of $7,500 Federal Tax Credit. Urban Delivery specifications based on current designs. Volume distributions based on management estimates. Price and cargo space estimates based on publicly available competitive data and management estimates. 18 ELECTRIC LAST MILE SOLUTIONS#19Urban Utility Expected to Draw Share from Class 2 and Class 3 ~25% ELMS Volume From Class 2 Class 2 Vehicles Avg Cargo Volume: 240-500 cu. ft. Avg Price: $30k - $44k Same Price + More Space 400-600 cu. Ft. ELMS HM. Urban Utility $35,000 ELMS ~75% ELMS Volume From Class 3 +13% Acquisition Cost Savings ELMS Class 3 Vehicles Avg Cargo Volume: 450-750+ cu. ft. Avg Price: $40k - $50k Source: Public sources. Price of ELMS vehicles net of $7,500 Federal Tax Credit. Urban Utility specifications based on current designs. Volume distributions based on management estimates. Price and cargo space estimates based on publicly available competitive data and management estimates. 19 ELECTRIC LAST MILE SOLUTIONS#20Product Portfolio Roadmap SOP H2 2021 Urban Delivery SPECIFICATIONS Wheelbase L*W*H GVWR Curb Weight Max Payload Cargo Capacity Battery Size Range ELMS Class 1/2 120 inches 177*66*78 5,732 lbs. 3,329 lbs. 2,403 lbs. 170 cu.ft. 42 kW SOP H2 2022 150 miles Urban Delivery Variant THENSY SPECIFICATIONS Wheelbase L*W*H GVWR Curb Weight Max Payload ELMS Cargo Capacity Battery Size Range Specifications based on current designs and subject to change based on homologation needs. ELMS 124 inches 182*71*94 5,853 lbs. 2,769 lbs. 3,084 lbs. 218 cu.ft. 60 kW 200 miles SOP H2 2022 L*W*H Class 2/3 SPECIFICATIONS GVWR Urban Utility Wheelbase ELMS Curb Weight Max Payload Range Cargo Capacity Battery Size ***. ELMS 134 inches 215*74*81 10,050 LBS. 4950 lb. 5100 lb. 450-600 cu.ft. 60-90 kW 175-225 miles 20 SOP H2 2023 New Vehicle: Upside For China and EU ■ Designed in U.S ■ Manufactured in China/Indonesia Target China and EU market ■ Not included in the current financial model SOP H2 2024 Facelift {UD,UU} Urban Delivery Urban Utility I ELMS ELECTRIC LAST MILE SOLUTIONS SOP H2 2025 Tech. Enhancement $ Solid State 4 Long Lasting Safer Cost-Effective Autonomous Mobility-as-a-Service#21Solutions to Customer Requirements ..... ELMS ELECTRIC LAST MILE SOLUTIONS 500 km TOTAL RANGE GPS:23.585.39585.234 Driver 001-4237-2437 ID:48572:874-9549583 direction: 494-57-12 location: 4975-41-24#22Customers' Purchase Decisions Based on Value Low TCO - Acquisition Price & Operating Costs √√$ ELMS Plans to Win Customization Capability For Specific Use Cases // Carrying Capacity - Space & Weight Data For Their Fleet Management System Price of Entry Reliability - With Competitive Warranty 22 Parts & Service Support .**... Ø ELMS Product That Achieves Green / Sustainability Targets ELECTRIC LAST MILE SOLUTIONS#23ELMS Anticipates the Lowest Total Cost of Ownership (TCO)¹ vs. Segment Leading Gas Vehicles + Class 1 Leader $25,000 I TCO per Mile Cu.ft.: $ per 100 miles $80,000 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 Vehicle Cost ELMS Urban Delivery Year 0 $25,000* Year 1 Class 2 Leader Year 2 Class 2 Current Leader $34,510 Class 1 Leader $0.26 $0.21 TCO Year 3 (1) vs. Class 1 and 2 gas vehicles in market. Management statements and assumptions on this page based on data and vehicle specifications from public sources and/or management estimates. Figures subject to change based on final design. *Price net of $7,500 Federal Tax Credit; 25,000 miles per year; $2.50/gal. $0.13/kWatt; Differential Maintenance Costs of Brake Service, Engine and Transmission Oil Changes Year 7 ELMS Urban Delivery Year 4 Year 5 Class 1 Current Leader Cumulative TCO Savings, 25k Annual Miles and Residual Values after 8 Years 23 Operating Cost Class 1 Leader $2,500 $1,500 $4,000 Annual Energy Costs Year 6 Maintenance Total ELMS Urban Delivery $0.17 $0.10 Lowest TCO $19,000 Cost Savings Year 8 Residual Sales ELMS Urban Delivery $1,050 $500 $1,550 $36,000 Cost Savings .**||... ELMS ELECTRIC LAST MILE SOLUTIONS ..... Urban Delivery ELMS ELECTRIC LAST MILE SOLUTIONS Class 2 Leader $0.35 $0.14 Class 2 Leader $3,676 $1,500 $5,200#24Excellent Reliability And Warranty Record In The Largest EV Market Over 200,000 Gas Models, Plus 30,000+ EVs Sold in Asia by Sokon Group ✓ Urban Delivery Vehicle is Based Upon a Proven and Reliable Product 30,000 EVs Sold - Over 1.5 Million Miles Driven Daily in Asia Excellent Warranty Experience Based on Existing Field Data ELMS Warranty: 4 Years / 40k miles ELMS Battery Warranty 8 Years / 100k miles Proven Product and Demand ✓ Proven Demand for Product EV Model Top Selling in China Market for First Half of 2020 Large National EV Fleet Customers Numerous Customized Vehicles in Service Representative Sokon Customers Postal Service $ CHINA POST Shuttles AIRPORT HONG KONG INTERNATIONAL (1) Any indicators of vehicles sold or customers reflect sales by or relationships Any indicators of vehicles sold or customers es by or relationships with Sokon Group with Sokon Group Utilities STATE GRID eCommerce EL Alibaba JD Logistics (1) 24 WOW MUZER JD Logistics A VIZUTONG A1000V Refrigerated Van POPMAN CHEVwww.che Suning BMM: 2510kg @ EC3511 SELE ELECTRIC LAST MILE SOLUTIONS HEME Huolala Rental .**||... ELMS Mobile Diner#25ELMS Suite Of Digital Solutions Tailored To Customer Needs Productivity H ■ M Customer Service Times Identify Unexpected Stops Accurate Arrival and Departure Times m True Trip Miles ELMS Expected First-To-Market with OTA-Enabled Commercial Class 1 EV 闺 ELMS has signed agreement with Geotab Inc. Optimization Increase Energy Efficiency Record Powertrain Diagnostics BUNUN Vehicle Maintenance Safety ■ Collision Notifications ■ SAFETY FIRST ■ Risk Management Reports In-Vehicle Coaching Seat Belt Use ■ Driving in Reverse ELMSAIR Sustainability H Reduce Energy Consumption EV Performance Monitoring and Reporting 25 H + Compliance BUNUN Electronic Driver Logs M Tax Reporting ■ Vehicle Inspection Reports GEOTABⓇ "H... ELMS W ELECTRIC LAST MILE SOLUTIONS Expandability 기 ку System Integration (SDKs) ELMS Has Over-The-Air Data Systems And a Partnership With Industry Leader Geotab To Provide Digital Solutions To Fleet Customers Hardware Add-Ons & Software Add-Ins#26Current Vehicle Upfitting Process is Inefficient And Costly(¹) SHOWROOM DEALER Processes Customer Order to OEM OEM H OEM Prioritizes Orders and Builds Vehicle 20 (1) Source: Public sources and/or management estimates. (2) Source: Automotive Fleet - 2019 Data. EG UPFITTER(S) Many Locations Each Have Product Specialties ☐ Aligned with FMCs/ OEMs/ Dealers S 26 FINAL DELIVERY Dealer Completes Transaction / Delivery ■ FMCs Vehicles Typically Built In At Least 2 Stages And Require Use Of Franchised Dealers For Ordering And Delivery ette.. ELMS ELECTRIC LAST MILE SOLUTIONS Time Dealer Order to Delivery (2) Ram Promaster City: 137 Days 130 Days Transit Connect: Chevrolet Express: 128 Days CUSTOMER#27ELMS' Disruptive, Integrated Upfitting Model Tailors Vehicles To Customer Needs Integrated Customization Inside Assembly Plant ■ Customer Orders from ELMS nother. ELMS ELECTRIC LAST MILE SOLUTIONS ■ Upfitting integrated into assembly line and end of line Leading Upfitters (¹) ADRIAN STEEL VS Time ~25% Order-to-Delivery Time Reduction Time, Under 100 Days AUTO TRUCK GROUP A HOLMAN ENTERPRISE LLEGRA SOLAR ROOFING Quality One Warranty ELMS Single Point- of-Contact For Customer MOBILE DRYCLESNING Source: Public sources including Automotive Fleet 2019 data and management estimates. (1) Upfitter logos represent companies with whom ELMS is currently in discussions. (2) Expected benefits based on business model in place. 27 ECO-LOGISTIC Deck WE HAVE DECKS COVERED ..... ELMS ELECTRIC LAST MILE SOLUTIONS Completed Vehicle To Customer Specifications Without The Need For A Second Stage CUSTOMER BENEFITS (²) POWERWASHING SEALING REPAIRS Cost Total Vehicle Upfitter Value Chain Costs Reduced By 5+%#28Efficient and Flexible Service Model Locate Technicians Inside Fleet Companies Depots Dealerships Integrated Local ELMS National Service Center at Plant ...... ELMS National ((1)) 28 Responsive National Service Partner Cloud ELMS Will Service Vehicles Using Best Mode To Meet Customers Needs Regional Mobile Technicians Over-the-Air System For Software Updates ..... ELMS ELECTRIC LAST MILE SOLUTIONS#29../... ELMS ELECTRIC EAST MILE SOLUTIONS Customers ELMS ELECTRIC LAST MILE SOLUTIONS#30ELMS B2C Sales Process Provides Solutions for End-Customer Needs ALLEGRA SOLAR ROOFING TWISTED BRUSHPAINTING () GREENWORKS ENERGY Customer Use Cases Deck Technical Specifications: In-depth discovery process directly with Customer supported by FMCs, Dealers, Upfitters Match: Finalize specifications, volume, pricing and timing Direct Testing & Buy-Off: Customer-specific duty cycle testing and validation FMCs POWERWASHING SEALING REPAIRS Dealer/ Transaction Papered 30 Upfitters CUSTOMER DELIVERY MORILE DRYCLESNING ..... ELMS ELECTRIC LAST MILE SOLUTIONS SEA SODE CUSTARD#31Engagements and Pre-Orders(¹) Sales Channels .../... ELMS ELECTRIC LAST MILE SOLUTIONS Direct Fleet Management Companies Dealers / Distributors Upfitters Cox AUTOMOTIVE" enterprise DONLEN RANDY MARION SIEMENS VS INNOVATIVE VEHICLE SOLUTIONS MG MOMENTUM GROUPS d Merchants FLEET IFS A HOLMAN ENTERPRISE 31 PENSKE BEST BUY FedEx Red BullⓇ BECHTEL Disney Walmart Ryder Ever better." ..... ELMS ELECTRIC LAST MILE SOLUTIONS AutoZone® TESLA MOBILE SERVICE (1) As of February 4, 2021, companies on this page are either a) customers with whom ELMS or its distributing partners are currently in discussions, and/or b) signed pre-order customers. Final purchase order contingent upon satisfaction of customer requirements. Trademarks on this page are the property of the respective companies.#32Manufacturing ..... ELMS ELECTRIC LAST MILE SOLUTIONS#33ELMS' Agile Manufacturing Strategy ELMS Believes its Strategy Will Enable it to Provide Low-Cost EV's at an Accelerated Timeframe Minimal Capital/Engineering Spending $ Existing or Readily- Available, Trained Workforce Light, Final Vehicle Assembly M 33 EV Ready DA Space to Integrate Upfitting Operations 18 .**... ELMS ELECTRIC LAST MILE SOLUTIONS#34Target Plant for ELMS Manufacturing Footprint - Mishawaka, Indiana Manufacturing Drivers ▪ Plant has Been Converted for EV Assembly ▪ Pilot EV completed, Led by Experienced Workforce Target Plant Key Capabilities ▪ History of High-Quality Vehicle Assembly for Global OEMs (Hummer H2) and Mercedes-Benz (R-Class) ▪ Production Capacity of 100K+, 675k sq. ft ROKAVE ) Investment figures based on management estimates. (1) Investment figures based on management estimates. 34 ▪ Only $45M Investment Required to Launch the Urban Delivery ▪ Supply Chain Identified ▪ U.S. Localization Plan for Major Systems cofcolee ▪ State / Federal Incentives ▪ Favorable Labor Agreement Ability to Integrate Upfitter for Customization ■ ELMS ELECTRIC LAST MILE SOLUTIONS (1) FIF#35% 6 x 3 L = + Financials ..... ELMS ELECTRIC LAST MILE SOLUTIONS 40 43 46 49 52 55 SA#36By Conservatively Targeting ~5% Of The Urban Delivery And Urban Utility Markets, ELMS Could Grow To $3 Billion In Revenue By 2025 Total Segment ELMS Volume ELMS Segment Share 633 4 1% 629 2021E Revenue Volume (K) Average Sales Price $122 2021E 4.0 Urban Delivery Segment (Class 1 & 2) $30,610 712 16 2% 697 2022E $613 2022E 19.1 CAGR 13% Path to $3B Revenue Assuming Conservative Volumes and Models $32,119 801 25 3% 776 2023E CAGR 123% $1,177 2023E 35.0 901 37 $33,634 4% 864 2024E $1,906 2024E 55.0 $34,661 (in thousands) 1,014 58 6% 956 2025E $3,046 2025E 83.0 $36,696 Source: Public sources and management estimates. (1) EBITDA and EBITDA margin are non-GAAP metrics and based on current management estimates and current budget model. 36 Total Segment ELMS Volume ELMS Segment Share 378 4 1% 374 2022E EBITDA (¹) EBITDA Margin (¹) (82%) ($101) 2021E Urban Utility Segment (Class 3) 2% 408 10 2% 398 2023E $15 CAGR 8% 2022E Expected Increase In Operating Leverage As The Business Scales 21% $248 441 18 4% 2023E 423 2024E 24% $465 2024E ..... ELMS ELECTRIC LAST MILE SOLUTIONS 26% 476 25 5% (in thousands) 451 $791 2025E 2025E#37Financial Projections (1) ($ in Millions) Total Units Sold Revenue % Growth Cost of Goods Sold Gross Profit % Margin EBITDA¹ % Margin CapEx % Revenue 2020E 0 $0 $0 $0 na $0 na $0 na Projected Financials 2021E 4,000 $122 ($96) $26 21% ($101) (82%) ($45) 37% 2022E 19,100 $613 401% $137 22% $15 ($477) ($849) 2% ($30) 5% 2023E EBITDA and EBITDA margin are non-GAAP metrics and based on current management estimates and current budget model. 35,000 55,000 92% $1,177 $1,906 $3,046 $328 28% $248 21% 2024E ($27) 2% 62% ($1,351) $555 29% $465 24% ($75) 4% 2025E 37 83,000 60% ($2,154) $891 29% $791 26% ($25) 1% Commentary ..... ELMS ELECTRIC LAST MILE SOLUTIONS ▪ No Additional Capital Expected to be Required After Merger Close to fund initial product launches Projected to Be Cash Flow Positive in Q4 2022 ▪ Estimated 83,000 Units by 2025, Representing ~5% of U.S. Market ▪ Revenue Projected to Reach $3 Billion and EBITDA estimated at $791 Million by end of 2025#38Pro Forma Equity Ownership ($ in Millions, except per share amount) Share Price Pro Forma Shares Outstanding (ex. earnout) Equity Value (ex. earnout) Shares to be Reserved under Incentive Plan Equity Value (ex. earnout) w/Incentive Plan Shares (⁹) Plus: Debt (2) Less: Cash to Balance Sheet Enterprise Value (ex. earnout) Enterprise Value (ex. earnout) w/Incentive Plan Shares (⁹) Transaction Multiples (9) Pro Forma EV / 2024E Revenue Pro Forma EV / 2025E Revenue (⁹) Pro Forma EV / 2024E EBITDA (⁹) Pro Forma EV / 2025E EBITDA (9) Pro Forma Valuation ■ Metric $1,906 3,046 465 791 Commentary All ELMS equity holders will receive stock in public company (no cash paid to ELMS shareholders at closing) $10.00 128.3 $1,283 14.2 $1,425 115 (345) $1,053 $1,195 ■ Completion of the transaction expected to occur around the end of the first quarter of 2021 or beginning of the second quarter 0.6x 0.4x 2.6x 1.5x Proceeds from the transaction will be used to capitalize balance sheet for full development and commercialization of ELMS' Urban Delivery and Urban Utility vehicles and to pay transaction expenses Forum Merger III Corp Shares (4) Estimated Cash Held in Trust PIPE Proceeds Pre-PIPE Proceeds (5) Total Sources Equity Consideration to Existing ELMS Shareholders Cash to Balance Sheet Sources and Uses Estimated Fees & Expenses Payments Related to Carveout Transaction (8) Total Uses ELM Securityholders, 62.8% (7) Pro Forma Ownership (3) O $806 250 130 25 ELECTRIC LAST MILE SOLUTIONS $1,211 Sponsor, 5.4% $806 345 25 35 $1,211 ..... ELMS Forum's Public Stockholders, 19.6% PIPE Investors, 10.1% 67% 21% 11% 2% 100% 67% 28% 2% 3% 100% ELMS Convertible Note Holders, 2.1% (4) (6) (1) Based on proposed Transaction, pro forma share count assumes no redemptions and includes 25.1 million shares to be held by public shareholders of Forum Merger III Corp., 13.0 million shares to be issued to PIPE investors, 2.8 million shares to be issued to ELMS convertible note holders, 6.9 million shares to be issued to Forum Merger III Corp.'s sponsor, officers and directors, 80.6 million shares to be issued to the ELMS stockholders in the merger transaction (including 5.0 million shares proposed to be paid to SERES for strategic cooperation, consulting and technical advice provided by SERES to ELMS). Excludes 14.2 million shares to be reserved under management incentive plan, shares underlying warrants ($11.50 strike price), 15.0 million shares underlying earnout restricted stock unit grants to be made post-closing (which vest following the Transaction upon $14/$16 stock price targets being hit ), and 5.0 million earnout shares to be issued following the transaction upon $14/$16 stock price targets being hit. (2) Represents $115 million expected to be paid in connection with the purchase of the plant. The total purchase price is expected to be $145 million, with $30 million to be paid at the closing of the plant purchase. (3) Pro Forma Ownership based on proposed Transaction. (4) Assumes no redemptions. (5) Proceeds from $25.0 million of convertible notes issued by ELMS that will convert into common stock at the closing. (6) Includes investors in ELMS' convertible notes, which will convert into common stock at the closing (does not account for accrued interest under the convertible notes, which will also be converted into common stock). (7) Includes 5.0 million shares of common stock proposed to be paid to SERES for strategic cooperation, consulting and technical advice provided by SERES to ELMS. (8) Payments contemplated under the SERES Term Sheet ($30.0 million paid at closing of transactions contemplated by the Existing SERES Asset Purchase Agreement and additional payment of $5.0 million pursuant to the SERES Term Sheet). The terms of the payments are subject to finalization and execution of definitive documentation and therefore could change. (9) Each of equity value and enterprise value (A) include 14.2 million shares to be reserved under the management incentive plan and (B) exclude 5.0 million earnout shares to be issued post-closing upon $14/$16 stock price targets being hit and 15.0 million shares underlying earnout restricted stock unit grants to be made post-closing, which vest upon $14/$16 stock price targets being hit.. 38#39Enterprise Value Benchmarking 1.0x '23E '24E '25E ..//... ELMS LE TOLET 0.6x 0.4x Enterprise Value ($M): $1,195 4.8x '23E 2.6x 1.5x '24E '25E ELMS IC LAST MILE SOLUTIONS '23E Median: 2.4x '24E Median: 1.1x '25E Median: 1.3x 3.0x 1.1x '23E '24E '25E * $15,267 Recent EV and Automotive Technology SPACS or Emerging Growth Players ΑΓΓΙVAL 13.7x ΝΑ 4.7x '23E Median: 12.0x '24E Median: 5.7x '25E Median: 5.7x ΝΑ '23E '24E '25E * 3.5x ΑΓΓΙVAL '23E '24E I - CANO I 2.1x NM $4,020 I I 15.8x 1.3x -CANO '25E 1 0 1 '23E '24E '25E 5.7x 1.3x I 0 0.4x 0.3x '23E '24E '25E Recent EV and Automotive Technology SPACs or Emerging Growth Players 10.4x $4,965 2.1x 1.5x 2.3x '23E '24E '25E Enterprise Value / Forward Revenue 1.1x '23E '24E '25E 11.1x ⒸHYLIION ΝΑ $2,995 3.9x ΝΑ 1.0x '23E '24E '25E ⒸHYLIION 0.6x '23E '24E '25E LORDSTOWN 12.0x $4,084 ΝΑ Enterprise Value / Forward EBITDA 6.0x ΝΑ '23E '24E '25E LORDSTOWN 39 10.2x '23E 3.8x NM '24E '25E WORKHORSE 2.6x $4,016 27.6x 18.0x '23E '24E '25E WORKHORSE '21E Median: 13.0x '22E Median: 9.5x 8.9x 8.3x '21E '22E BRILLIANCE $4,834 NM NM '21E '22E BRILLIANCE 3.9x Established OEMs '21E '22E 3.3x BYD 31.8x $114,060 '21E 28.1x '22E 17.4x Established OEMs BYD 10.6x '21E '22E NIO $85,109 NM NM '21E '22E ΝΙΟ Source: Capital IQ, company filings, company presentations and select Wall Street research. Market data as of 2/19/2021. Note: Multiples <0.0x or >50.0x are deemed not meaningful or "NM". Multiples that are not available are denoted as "NA". EBITDA is a non-GAAP metric. Multiples for SPAC business combinations are pro forma for public company transactions that may not have closed and may include new shares issued for target and/or PIPE investors as disclosed in third-party investor presentations. Pro forma share count assumes no SPAC share redemptions for transactions that have not closed. ..... ELMS ELECTRIC LAST MILE SOLUTIONS 17.1x 14.4x '21E '22E TESLA $745,341 NM NM '21E '22E TESLA#40ELMS Estimated Valuation Provides Opportunistic Entry Point At A Discount Relative To Peers (1) Transaction Value $1.2B 0.6x 2024E Revenue 2.6x 2024E EBITDA (¹) Post-Money Enterprise Value •//... ELMS ELECTRIC LAST MILE SOLUTIONS EBITDA and EBITDA margin are non-GAAP metrics and based on current management estimates and current budget model. Enterprise Value Sensitivity $3.1B $2.3B Comparable Valuation Sensitivity Analysis 1.2x 1.6x applied to 2024E Revenue of $1,906M 40 $3.0B Midpoint Indicative Enterprise Value $3.7B $2.8B 6.0x8.0x applied to 2024E EBITDA(¹) of $465M ..... ELMS ELECTRIC LAST MILE SOLUTIONS#41Capital-Efficient Business Model To Deliver Two Vehicle Models ($ in millions) $1,600 $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 At Least $1.6 Billion OpEx and G&A Supplier Tooling Product Engineering Plant Tooling Plant Typical New Entrant In N.A. Market ~$45M Capital Expenditures ng Plant and Equipment Purchases Source: Public sources and/or management estimates. Estimated Vehicle Project Investment Needs $160 Million Third-Party Investments to Date ~$70M Engineering Engineering and Software Development ELMS' Anticipated Launch Cost Is A Fraction Of Competition 41 ELMS Launch Cost ..... Personnel and G&A Go to Market ELMS ELECTRIC LAST MILE SOLUTIONS ~$45M Operating and G&A Expenses#42Investment Highlights Summary - ELMS Positioned to Transform Last Mile Commercial Delivery the.. ELMS Significant Last Mile Market Opportunity Driving Explosive Demand for Delivery Vehicles LECTRIC LAST MILE SOLUTIONS Existing Subsystems and Engineering Expertise Offering Fast Time to Market And Low Cost of Ownership Anticipated First Mover Advantage in Class 1 Segment With Crossover Product Strategy "Mass Customization" Services Through Integrated Upfitting and Data Solutions Go-to-Market Strategy and Partnerships Driving Large Customer Pipeline World-Class Leadership and Execution Team with Track-Record of Success Capital-Efficient Business Model 42 ..... ELMS ELECTRIC LAST MILE SOLUTIONS#43ELMS Has Multiple Potential Growth Vectors to Drive Long-Term Value Creation for Shareholders Future Upside Opportunities ..... ELMS ELECTRIC LAST MILE SOLUTIONS VOLUME SOLUTIONS TECHNOLOGY PORTFOLIO EXPANSION GEOGRAPHIC EXPANSION ● Increase Volume Ramp Mine and Monetize Data and Services Data to Reduce Fleet Insurance Costs EPT Technology Development Variances for Specific Applications Accelerate Plan to Enter Markets in Mexico and Canada 43 ● ● ● Broaden Customization Capabilities M&A Autonomous Solutions Plan to Launch Vehicle for European Market ● ● ● . ..... ELMS ELECTRIC LAST MILE SOLUTIONS Rental or Subscription Models ZEV Credits Solid State Battery Manufacture and Distribute ELMS Branded Vehicles in China#44../... ELMS ELECTRIC EAST MILE SOLUTIONS Appendix: Forum Track Record ELMS ELECTRIC LAST MILE SOLUTIONS#45Case Study: Forum Merger I / ConvergeOne H ConvergeOne FORUM MERGER CORPORATION Company Overview ConvergeOne is a leading IT services provider of collaboration and technology solutions for large and medium enterprises Approximately 90%+ services renewal rate for Managed, Cloud and Maintenance (MC&M) 9,000+ customers and 2,700+ employees Experienced management team with 25+ years of industry experience including public company experience Transaction Overview $1.3 billion enterprise value representing ~8.3x 2018E adj. EBITDA vs. median comparable valuations >10.0x Transaction funded through combination of newly issued Forum shares and cash including $144 million raised from common stock private placement ("PIPE") from institutional investors Pre-existing ConvergeOne stockholders led by PE Sponsor Clearlake Capital ("Sellers") retained approximately 55% at closing Sellers and Forum Management had the potential to receive earnouts if certain criteria were met PF adj. EBITDA targets were $144 million, $155 million and $165 million in 2018, 2019 and 2020, respectively Earnout consisted of 9.9 million shares and $99 million in cash, of which 100% had been earned by 9/30/18 Earnout included catch up payments for prior earnouts if the later earnouts were achieved ConvergeOne was acquired for $1.8 billion by CVC Capital nine months after the merger, or $12.50 per share, netting a return of 43.5% to investors who purchased units in Forum I's IPO (²) (https://www.sec.gov/Archives/edgar/data/1697152/000119312518158306/d583890dex991.htm). (2) Based on share purchased for $12.50, right for 1/10th share worth $1.25 and ½ warrant tendered for $0.60 in Forum I's warrant tender. 45 ($ in millions) Revenue Adj. EBITDA margin ■ $59 $492 2014 $70 $601 2015 Note: Adj. EBITDA margin is a non-GAAP metric. (1) Source: ConvergeOne website (https://investor.convergeone.com/home/default.aspx) and Forum Merger/ConvergeOne SEC filings. 2018E Revenue and EBITDA represents midpoint of ConvergeOne's 2018 financial expectations Financial Overview (¹) $88 $816 2016 Investment Thesis $139 $919 Industry with a large and growing total addressable market H Company with history of growth and recurring revenue model 1 Company with large cap and deeply entrenched clients Able to utilize company as a platform for future mergers and acquisitions Significant retained ownership by seller 2017 ELMS ELECTRIC LAST MILE SOLUTIONS $160 $1,500 2018E#46Case Study: Forum Merger II / Tattooed Chef Tattooed Cher Company Overview Tattooed Chef is a leading plant-based food company with operations in the United States and Italy, offering a broad portfolio of innovative plant-based food products FORUM MERGER CORPORATION Growth strategy includes expansion into supermarkets through existing and new retail customers for both private label and branded products, development of innovative product offerings, and partnerships opportunities in foodservice Transaction Overview $482 million enterprise value representing 2.2x Tattooed Chef's estimated 2021 net sales of $222 million, or 15.6x Tattooed Chef's estimated 2021 Adjusted EBITDA of $30.8 million Transaction funded through SPAC IPO proceeds. Pre-existing Tattooed Chef stockholders will be paid $75 million in cash consideration and roll-over shares are valued at approximately $344 million Pre-existing Tattooed Chef stockholders retained approximately 80% of their equity, which will convert into 60% of the outstanding shares of the combined company at closing, assuming no redemptions by Forum's public stockholders PF adj. EBITDA targets were $17.2 million and $30.8 million in 2020 and 2021, respectively Note: Adj. EBITDA margin is a non-GAAP metric. The ~$207mm in cash held in Forum's trust account will be used to pay cash consideration to current shareholders of Tattooed Chef and transaction expenses, with the remainder staying on the balance sheet to fund the combined company's growth and for general corporate purposes 46 ($ in millions) Revenue Adj. EBITDA margin NM $48 2018 Financial Overview (¹) $7 $85 2019 Investment Thesis $17 $148 2020E ELMS ELECTRIC LAST MILE SOLUTIONS $31 $222 2021P Strong product positioning aligned with major consumer trends including plant-based, cleaner label, protein- rich, and organic Provides Tattooed Chef to strengthen balance sheet and continue to pursue attractive growth prospects