#1nogin Investor Presentation March 2023#2nogin Any reproduction or distribution of this presentation, in whole or in part, or the disclosure of any of its contents is prohibited. No representation or warranty, express or implied, is given by Nogin, Inc. (the "Company"), its subsidiary or affiliates, or any of their respective advisers, directors, officers, employees or agents, as to the accuracy of the information or opinions or for any loss howsoever arising, directly or indirectly, from any use of this presentation or its contents. This presentation is made pursuant to Section 5(d) or Rule 163B of the Securities Act of 1933, as amended (the "Act"), and is intended solely for investors that are qualified institutional buyers (as defined in Rule 144A under the Act) or institutional accredited investors (as defined in Rule 501 under the Act) solely for the purposes of familiarizing such investors with the Company, and determining whether such investors might have an interest in a securities offering contemplated by the Company. Any such offering of securities will only be made in accordance with the Act and applicable regulations of the Securities and Exchange Commission (the "SEC"), by means of a registration statement (including a prospectus) filed with the SEC, after such registration statement becomes effective. No such registration statement has become effective as of the date of this presentation. The Company is not currently making any offer to sell, or soliciting any offers to buy, securities and cannot accept any orders for securities at this time. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction 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. DISCLAIMER Forward-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 2#3Three Offerings that Unlock Value, Individually or as a Turnkey Solution 1 Component of all Deals OMS Tech: (Intelligent Commerce) Magento Returns salesforce Various Systems Integrate w/Nogin Intelligent Commerce Analytics Marketing Automation Intelligent Commerce Provides: BIGCOMMERCE SAP Sales Tax ["B) AI Optimization Fulfillment Compliance Loyalty nogin.com Testing Support Reporting Integration Customer Bundles Data Platform 2 Physical Infrastructure Bicoastal Distribution Leveraging high visibility systems and assisted by robotic automation DCs operating at SFP performance levels Creative studio ● ● ● ● ● 3D rendering Augmented Reality Digital Friendly Photo Photo Editing Lifestyle Imagery UGC touch-up Model shoots Contact Center Handling customer questions and complaints Processing orders Collecting customer feedback + 3 nogin High Value, On-Demand Expertise Each customer's team is run by a "Quarterback" that holds ultimate responsibility for performance and is the 1:1 contact for the Ï portfolio company The true value of our platform lies in the interconnectedness of its elements, providing feedback loops throughout the points of commerce that optimize the whole system Our fractional FTE model and scale allows us to leverage individual competencies with highly compelling economics for our brands, performance and robustness (several people in each role, thus no "single point of failure" exists in the system) ¡¡¡¡ 3#4Highly Tenured Professional Management Team with Proven Track Records Or ) Jon Huberman CEO O Previously CEO of various companies including Ooyala, Syncplicity, Tiburon, and lomega Corporation Spent time 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 PARTNERS 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 Geoff Van Haeren CTO o Co-founded Nogin and Commerce5 Has also served as CTO at CABI, where he led the technology team in delivering a next-generation SaaS based MLM platform O Digital River cabi Buy Now Buy.com U.S. AIR FORCE 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 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 Mit Massachusetts Institute of Technology RUGSUSA qm COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK nogin O#5A Massive TAM met by a High Value Solution = a Significant Opportunity for Nogin O Growing >$1 Trillion ecommerce market(¹) | >$300 Billion Nogin Addressable onogin ) nogin.com nogin Market-leading eCommerce platform purpose-built with a focus on innovation, actively growing GMV by CAGR of 2x Market Growth Rate from 2019A-2022A(2) G Focus on highly profitable Commerce-as-a-service ("CaaS") Platform driving future growth, leading with technology, enabling with services High Value Technology including Customer Data Platform (CDP), AI/ML dynamic segmentation and on-site/off-site execution Experienced management team with an established track record of building out high- value ecommerce platforms, and scaling businesses profitably 1) Comscore's "2023 State of Digital Commerce" report. 2) Based on preliminary results, subject to audit. B#6Diversifying our Client Base - Relevant Across All Digital Commerce ) Apparel & Accessories ALLOY APPAREL [BLANKNYC] BY FARAH MERHI Footwear KENNETH COLE to SAFETY ZONE nogin.com bebe damingcharlie HOBBY HORSE Honeywell Hurley)( HARD TAIL -CLOTHING COMPANY- of Inspire Me! TM Home Decor Nogin's Valued Customers JUNK FOOD Justice ModCloth Supply Source Consumer Electronics Betabrand Brookstone Frederick's FRYE OF HOLLYWOOD KATY PERRY + More.... * RU Susana monaco FOREVER Karen Kane Seychelles. ANGELES TRETORN nogin EST. 1891 SWEDEN 6 DO#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) Illustrative Economics of a Turnkey Customer - Nogin Revenue / Margin Profile 8 es nogin.com Customer Platform Fees Marketing Fees Shipping Fees *****00 ●●●●● nogin O $ $XM GMV Online Store / Opportunity Platform Fees = Tech/Svcs Marketing (includes hard costs of paid search, social, etc.) Shipping (includes hard costs of parcel couriers) nogin Our fees as a % of GMV decline as the GMV$s of each online store increases, providing favorable economics to both Nogin and our Clients 8#9) Favorable 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 salesforce commerce cloud nogin 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#10Alternatives to Nogin are Expensive, with Uncertain Economics on Start-up and Scale Starting or Overhauling a DTC Ecommerce Business is Capital Intensive 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 Platform evaluation and selection consultancy 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 Third party module / app costs Third party integration costs - managed integration by a third party • 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* 10#11Nogin 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 11#12) As Tech Complexity Builds, Nogin Simplifies Ecommerce and Saves Time 8 8 attentive Cordial Email SMS CRM / CDP salesforce Shipping Carriers DHL FedEx® ups UNITED STATES POSTAL SERVICE b: INDIⓇENGAGE bazaar VOLCA. nogin.com UGC Without Nogin O 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 afterpay Avalara PIM FF-00² inRiver Happy Pet SALSIFY Retail POS 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 OO PLATFORM Orders, Returns, & Warehouse Managemen nogin 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 Hypersegmentation Shop By Size $X to Free Shipping Notification 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 TXXX 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#14Our recent overall scorecard contains many wins, and we expect momentum to accelerate in the coming quarters og onogin ) nogin.com Executed material cost savings while improving efficiency and overall business performance nogin Honed our Go-To-Market message, engaging with trusted relationships in the Private Equity channel that are driving material opportunities with expected high conversion rates K Built a Sales Engine with proven leaders that is methodically building a pipeline that we believe will accumulate, convert and drive scale in our business over the coming quarters & years Continuing to build high value innovation, with several market-leading technologies deployed on time, on budget, and with many more to come Validated our go-forward model with several recent new customer wins that reflect the way we expect to deliver value for clients, employees and shareholders 14 B#15Summary Points ) S onogin O nogin.com O Growing >$1 Trillion ecommerce market() |>$300 Billion Nogin Addressable KI We've professionalized Management and built a Sales Engine that is driving significant results - we are highly focused on excellence of execution nogin As we Scale, our financial model can drive EBITDA at an attractive growth rate in a manner that is good for Nogin and our Clients, delivering win-win outcomes Experienced management team with an established track record of building out high- value ecommerce platforms, and scaling businesses profitably 1) Comscore's "2023 State of Digital Commerce" report. 15#16THANK YOU nogin Nogin Investor Relations Contact: Cody Slach and Tom Colton Gateway Investor Relations (949) 574-3860 [email protected]