#1υιδου May 2023#2Forward-Looking Statements Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "would", "seem", "expect", "intend", "will", "estimate", "anticipate", "believe", "future", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: our ability to successfully implement our growth strategy on a timely basis or at all; not effectively developing and expanding its marketing and sales capabilities; failure to maintain or grow the Company's brand recognition; failure to improve and enhance the functionality, performance, reliability, design, security and scalability of the Company's platform and innovate and introduce new solutions in a manner that responds to its customers' evolving needs; needing to reduce the Company's pricing model to remain competitive; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company's Registration Statement on Form S-1 filed with the SEC on February 14, 2023 and other documents filed by the Company from time to time with the SEC. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not undertake any duty to update these forward- looking statements. Financial Information; Non-GAAP Financial Measures This presentation includes certain financial measures not presented in accordance with United States generally accepted accounting principles ("GAAP") including, but not limited to, non-GAAP revenue, EBITDA and Free Cash Flow. These non-GAAP measures, and other measures that are not calculated using such non-GAAP measures, are an addition to, and not a substitute for or superior to, measures of financial performance. prepared in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to operating income, net income, cash flows from operations or any other profitability, liquidity or performance measures derived in accordance with GAAP. You should be aware that the Company's presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company uses these non-GAAP measures for trend analyses, budgeting and planning purposes. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the Company's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. The management of the Company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. Industry and Market Data The information, data and statistics contained herein are derived from various internal (including data that the Company has internally collected) and external third-party sources. While the Company believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The Company has not independently verified the accuracy or completeness of the information provided by third party sources. No representation is made by the Company's management 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 information, data or statistics on past performance or modeling contained herein is not an indication as to future performance. The Company assumes no obligation to update the information in this presentation. Trademarks The Company owns or has rights to various trademarks, service marks and trade names that it uses in connection with the operation of its businesses. This presentation may also contain trademarks, service marks, trade names and copyrights of third-parties, which are the property of their respective owners. The use or display of third-parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with the Company, or an endorsement or sponsorship by or of the Company. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, Ⓡ or symbols, but such references are not intended to indicate in any way that the Company will not assert to the fullest extent under applicable law their respective rights or the rights of the applicable licensor(s) to these trademarks, service marks, trade names and copyrights. nogin.com nogin 2#3A Different Approach There Is a Growing Gap in e-commerce... C S shopify AND THE BRANDS IN THE MIDDLE ARE SUFFERING Starter Commerce Platforms ● Limited features/capabilities Upgrades require SI fees Can't compete with tech top brands are developing BIGCOMMERCE Chasm between SMB and Enterprise is very costly and difficult to cross Legacy Enterprise Commerce ● Rigid and too expensive Ⓡ Takes 12-18 months to go live Huge licensing fees ● Complex and hard to use Requires dedicated dev team salesforce nogin commerce cloud U Adobe Commerce Cloud 3#4A Different Approach Nogin Fills That Gap AND DRIVES MATERIAL INCREMENTAL GROWTH AND LONG-TERM PROFITABILITY • Enterprise-level technology ● Features years ahead of the current market Embraces and Extends Shopify Plus S shopify BIGCOMMERCE nogin Enterprise-Grade Intelligent Commerce No upfront replatforming cost • Quick to go live - 6 to 8 weeks ● Simple and easy to use nogin • Automatic updates / constant research and development salesforce commerce cloud U Adobe Commerce Cloud#5) Our economic model is aligned to our customers, and while based on sales, is also focused on their profitable growth es nogin.com Customer Nogin Tech Platform Fees Marketing Fees Shipping Fees *****00 ●●●●● #nogin $ $XM GMV Online Store / Opportunity Nogin Tech Platform Fees = Tech/Svcs Marketing (includes hard costs of paid search, social, etc.) Shipping (includes hard costs of parcel couriers) nogin Our fees as a % of GMV decline as the GMV$s of each online store increases, providing favorable economics to both Nogin and our Clients#6Diversifying, while building a vertical industry brand structure to drive category learnings for the benefit of our customers O Apparel & Accessories Footwear ) ALIGNMED HOBBY HORSE -CLOTHING COMPANY- [BLANKNYC] BON TON Hurley){ Justice. RCA SIMON & SCHUSTER nogin.com Home Decor A Sampling of Nogin's Valued Customers ALLOY APPAREL CHINESE bebe Betabrand Brookstone ARD★ TAIL Consumer Electronics LAUNDRY FOREVER Karen Kane KENNETH COLE REBECCA TAYLOR X RU CWS CLEANWORKSUPPLY susana giordano's Inspire Me! BY FARAH MERHI M Matisse + More.... Seychelles 1984 LOS ANGELES monaco Frederick's OF HOLLYWOOD nogin HeartBrand JUNK FOOD ModCloth SAFETY ZONE TRETORN EST. 1891 SWEDEN 6#7Our Value Proposition is Compelling and Tangible nogin Make advanced ecommerce capabilities accessible to companies outside of the "top 100" that dominate the current landscape (giving the lower middle market and mid-market companies many of the same capabilities, sometimes more) Convert a high-risk, capital intensive path to Digital Commerce into a guided journey where we mitigate execution and investment risk for our clients (we underwrite success and take only situations that are win-win) Combine fast 'time to revenue' with significant scalability, designing the solution needed today and tomorrow at once (no replatforming, we play "nice" with legacy technology such as ERP, WMS, etc.) Leverage talented experts across all fields of ecommerce, with industry knowledge that ensure customers' "gaps" are fully covered (taking hiring, retention and cross-training efforts off their plate) Develop "joint business plans" alongside clients to ensure clarity and focus required to achieve a defined state of success Utilize our development and analytical resources to bring continuous improvement in performance to our customers, at no additional cost (we're always building, testing, and ensuring that ideas that win are promoted to 'live' for customer sites) Clients do not need to take a "one size fits all" offering, we're flexible in how we apply our solutions, but disciplined in how we configure those services to preserve our scalability and profitability at the same time nogin.com 7#8) Highly Tenured Professional Management Team with Proven Track Records Jon Huberman CEO O Previously CEO of various companies including Ooyala, Syncplicity, Tiburon, and lomega Corporation o 9 years as an investor for the Bass Family Led the operations of technology investments at Gores Group and Skyview Capital TRITECH TGG ::OOYALAⓇ THE GORES nogin.com Shahriyar Rahmati COO/CFO Previously COO of RugsUSA, an ecommerce retailer of home décor products Over twenty years of CxO roles across PE backed companies in the US and Europe o Experiences include The Gores Group, TPG Capital, and Comvest Partners RUGSUSA COMVEST PARTNERI TGG THE GORES GROUP TPG SOLECTRON Rupert Bonham-Carter CRO o Previously the director of global sales and partnerships at Shopify Prior to that, he was a director and Vice President at IBM where he managed a sales team of over 200 channel and inside sales representatives IBM shopify Arash Beheshtian EVP, Analytics o Brings over two decades of experience working in high- impact roles at organizations like The World Bank, General Motors and Columbia University, and several D2C businesses THE WORLD BANK PIT Massachusetts Institute of Technology RUGSUSA gm COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK Erin Miller EVP, Brand Operations o Previously spent more than a decade in various leadership roles at Justice for Girls, operating the 1,000-store chain and $100m- $200m in DTC revenue Justice. & VICTORIA'S SECRET Geoff Van Haeren CTO o Co-founded Nogin and Commerce5 o Has also served as CTO at CABI, where he led the technology team in delivering a next-generation SaaS based MLM platform Digital River cabi Buy Now Buy.com U.S. AIR FORCE nogin 8 8#9Business momentum is strong Current State New, experienced team at the helm Turnaround nearly complete Recurring revenue model TAM is significant Expanding into multiple new sectors Adding large and enthusiastic channel partners nogin.com Going Forward nogin Bookings accelerating rapidly '24 vs '23 revenue growth of ~40% AEBITDA positive from the end of Q3 onwards 9#10O COO RSM Consulting Partnership Now Live #nogin nogin.com + RSM $8B global consultancy RSM acquires interactive agency Andculture to compete with Accenture Interactive & Deloitte Digital June 2022 Nogin Strategic Partnership 100 person business dev team Middle market client base RSM focus: strategy + UX/design Nogin focus: high perf/low cost commerce Leverage Nogin capabilities to sell work Currently developing go-to-market plan Ideal customer profile Qualifying opportunities Sales coverage mapping May require dedicated resource O NOGIN CONFIDENTIAL nogin 10#11Favorable Market Position and Unique Product Offering Attractively positioned within the ecommerce solution landscape to serve the market 8 8 & Implementation Set-up Capabilities Model ООС Ü Annual R&D and SI Expense nogin.com BIGCOMMERCE SMB-SaaS 4-6 mo. shopify $100K $500K Basic Storefront with Paid App Store SaaS with fee for service SI(¹) network and apps for future capabilities 5-15% GMV Magento salesforce BIGCOMMERCE P nogin 0% GMV SAP & NOGIN - Commerce-as-a-Service 1-3 mo. $0 Full Stack with all / any required enablers CaaS - All updates, optimization and R&D included nogin salesforce commerce cloud Magento An Adobe Company SAP Hybris (v) ENTERPRISE - SaaS 12-24 mo. $500K $5M Full Stack (pending customer tech landscape) Limited innovation / difficult to integrate with newer tech or to get into app ecosystem / no R&D 3-7% GMV#12As Tech Complexity Builds, Nogin Simplifies Ecommerce and Saves Time a 85 attentive Cordial Email SMS CRM / CDP salesforce Shipping Carriers DHL FedEx® ups UNITED STATES POSTAL SERVICE nogin.com b: INDIⓇENGAGE bazaar VOLCA. UGC Without Nogin ENGAGEMENT. GGMMERGE. SWELL YO AYOTPO COMPANY Reviews Loyalty Gift Card Content Mgmt. Adobe shōgun Warehouse Mgmt. Manhattan Associates. Brand A Cache Site Tagging Channel/ Site Order Mgmt. orderbot Order Management 3rd Party Fulfillment CommerceHub algolia afterpayaz Avalara PIM inRiver SALSIFY Retail POS Happy Pet retailpro zendesk ETL Process Reporting / Analytics DOMO #+ableau Integration Technology MuleSoft > Customer Mgmt INTELLIGENT COMMERCE P NOGIN GENIUS SUPPORT CDP & AI Driven Segments With Nogin Privacy & Data Protection CUSTOMER PROFILES nogin DATA SCIENCE & Advanced Analytics nogin OO PLATFORM Orders, Returns, & Warehouse Managemen Transaction Data Content & Site Mgmt 12#13Why Does Our Platform Outperform? ● Proprietary tech stack has several high value growth-driving features → ● ● All features are A/B tested first on sites we actively manage, and winners deployed We only add features that create statistically significant lift Many brands experience a material increase in growth rate in the first year + on Nogin Intelligent Commerce nogin.com Re-engagement: Products in Cart Custom Content Blocks FOMO: Style-in-cart counter Shop By Size $X to Free Shipping Notification Hypersegmentation 好 Multiple Touch Points Personalization FOMO: Low Stock Flag Pixel Tracking Visually Similar Product Recommendations Personalized Banners Thank you Page Personalization AB Test Merchandising Voting and Polling Customer Segmentation A/B Test CTR for Product Discovery Order Mgmt Pre- Orders PLP CRO: Category Banners Shop the Look Hyper- segmentation Microtargeting Quick Add in the Mini Cart Countdown Timer Quick Mobile Filters Loyalty Points Reminder FOMO: Views on Style Shop Similar Customizable Product Filters Return Portal Personalized Pricing Re-Engagement Products in Cart Loyalty Points Reminder Wishlist Wishlist: Multiple User Personalized Landing Pages I Mini Cart CRO: Product Vendor Portal Dropship Landing Page Builder: Drag and Drop D Quick Add Products at Checkout Personalized Recommendations nogin Re-Engagement Products in Cart Personalized Promotion Search: Synonym Capes Merchandising Show Different Segments Merchandising Product Badges Merchandising Scheduling AB Test Messaging Merchandising Automate Smart Sort Wishlist: Guest Wishlist 13#14Illustrative benefits of Nogin's dynamic ML segmentation - actionable insights that will drive tangible margin % performance improvements Customer Lifetime Value (CLTV) Curve ● ● ● ● ● Lowest AOV/ASP Highest Return Rate No/little signal of high value Abstain from email or SMS to this audience Dynamically insert frictions to de- incentive purchases Evaluate sources of traffic (e.g., coupon affiliate, etc.) Rejecting the bottom 2.5% nearly immediately drives an up-tick in margins, improves acquisition performance 1. Bottom Decile 2. "Middle": 2/3rd Highest AOV/ASP Med/Low Return Rate Multipole signals of high value ● ● ● Drives targeting for new audiences Personalization driving loyalty, purchase increases Customized post-purchase sequences Top Quartile nogin Our algorithms generally reject top <5% results based on dissimilarity to top "ex- segment" population - this drives materially enhanced performance Our proprietary tech typically creates 4-6 segments based on robustness of data and quality of clusters. Focused "low hanging fruit" tactics against top quartile and bottom decile (CLTV) customers is expected to drive neutral (conservative case) result to revenue but result in up to 500bp VCM% improvement as a function of reduced returns, enhanced near-term (6 mo) CLTV and AOV / ASP uplift Separately, our algorithms have learned that there are unique dynamics around the top 5% CLTV and bottom 2.5% CLTV that consistently allow us to drive "no regrets" actions within the first 90 days to enhance value for our clients nogin.com 14#15Nogin Simplifies and Aligns all Aspects of Digital Commerce for our Customers We Optimize Performance in All Areas, Not Just Tech. 3PL Media Agency Warehouse Your Brand Social Media Agency </> Developer Affiliate 88 Agency Creative Agency VS. "Agency" risk exists across a landscape based on multiple vendors, and any gaps in execution drive suboptimal outcomes for your business nogin.com nogin Your Brand .***. a ( Website Creative Development & Content Management (UI and Navigation) Software and Hosting (Ecommerce, CRM, Order Processing) Customer Service (Email and telephone support for all web orders) Nogin Geniuses Specialists in every field Back-End Integration (POS or inventory software integration) nogin Marketing and Analytics (SEM, Email campaigns, affiliates, etc.) Warehouse and Fulfillment (Pick, pack, and ship, returns management, gifting) Intelligent Commerce drives ROI in all parts of the ecomm operation through aligned feedback loops focused on your growth 15#16Nogin Alternatives are Expensive, with Uncertain Economics on Start-up & Scale Starting or Overhauling a DTC Ecommerce Business is Capital Intensive - With Nogin it $0 Typical enterprise ecommerce implementations require a cash outlay of ~$250K on the low end to over $2MM on the high end and typically take six months to over a year to complete and launch (with highly mixed results) TYPICAL INITIAL CAPEX COSTS FOR ENTERPRISE ECOMMERCE Third party module / app costs Platform evaluation and selection consultancy Third party integration costs - managed integration by a third party Evaluation and selection of agency partners / RFP support Discovery costs ● Design and build costs (not necessarily fixed fee) ● Data import costs SEO discovery, consultancy and data migration/redirects nogin.com • External/contracted team members (e.g., solution architect, supporting developer, project manager, QA etc.) Hosting & hardware costs ● External platform training ● Pre-launch testing nogin Total capex for launching DTC ecommerce: $250K TO $2MM+ 16#17Our infrastructure is high performance, and its integrated nature means having the ability to leverage real-time insights for your benefit DISTRIBUTION CENTERS Nogin operates warehouses on both coasts with ~1 Million Cubic Feet of Space across PA, CA and it is currently evaluating expansion to either GA or TX Nogin has solutions for complex scenarios such as pre orders, multi-warehouse order routing, drop-shipping and wholesale packaging, value added services, etc. Each distribution center is performance optimized to minimize delivery times using creative tools like robotics and cubic foot- level floor plan design to minimize cost via reduced foot-miles, equipment miles, and horizontal / vertical distance travel - all algorithmically driven nogin.com CREATIVE SERVICES Nogin serves as a creative partner and works side by side with each client / brand partner to ensure a clear vision that aligns with their brand Nogin has full in-house capabilities and extensive relationships with industry leaders that allow our clients to partner with top talent throughout the entire creative process Nogin appreciates the creative element of running campaigns, but supplements this creativity with objective truths sourced through A/B testing and Al implementation CUSTOMER SERVICE nogin Customer service can make or break a customer's experience and Nogin's domain expertise gives clients confidence of customer satisfaction wrt policies/objectives Nogin can tailor the customer experience and know what the customer wants and when they want it by leveraging data using our proprietary software (extending on-site) Nogin is on the forefront of technology and is currently testing and implementing xGPT and its Al technology to streamline customer experience operations while reducing costs to our clients (and positive outcomes to end customers) All three components of our infrastructure are dynamic, integrated and bring daylight to metrics and events that should (but most often do not) inform site activity (w/low latency) 17#18What is it like to work with Nogin? While we can configure our services to meet client needs, our typical customer profiles are the following: Tech Only... Brand that wants to reduce tech complexity (platforms, replatform ing, large assortment of tools/apps/integrations), and leverage our analytical capabilities to drive value for their in-house e-commerce team (s) and future- proof their e-commerce tech stack with our committed R&D behind them nogin.com Tech, Managed Services & Digital Marketing Brands / Companies looking for a scalable solution that combines execution expertise, the benefits of the tech platform, and an integrated acquisition / retention capability that is focused on driving enterprise value for the brand (over time) Brands / Companies seeking to launch a D2C or even B2B digital commerce channel that can or prefer to fulfill on their own, but leverage all other elements of Nogin's services / features (e.g., contact center) Full Turnkey Model nogin Brands seeking a single partner to scale all elements of their digital commerce channel (including omni-channel / cross-channel). These brands seek to focus on product, merchandising and broader top-of-funnel brand efforts and want a partner to drive monetization of those efforts on their behalf Brands without teams (e.g., wholesalers, manufacturers, corporate carve-outs, etc.) that seek to leverage Nogin's unique combination of time-to-revenue and lack of up-front cost to stand up their digital commerce channel There are two key constants across our models/ways of working, which include, radical transparency with our clients and continuous improvements to our processes, largely informed by their feedback and internal feedback loops, with the true north of maximizing margin $ growth YoY 18#19Business momentum is strong Current State New, experienced team at the helm Turnaround nearly complete Recurring revenue model TAM is significant Expanding into multiple new sectors Adding large and enthusiastic channel partners nogin.com Going Forward nogin Bookings accelerating rapidly '24 vs '23 revenue growth of ~40% AEBITDA positive from the end of Q3 onwards 19#20THANK YOU nogin