EVE SPAC Presentation Deck

. Risk Factors (cont.) Zanite's warrants and the additional private placement warrants it may be obligated to issue to its sponsor are accounted for as derivative liabilities and the changes in value of Zanite's derivative liabilities could have a material effect on Zanite's financial results. Zanite has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect Zanite's ability to report its results of operations and financial condition accurately and in a timely manner. Zanite and, following the Business Combination, Eve, may face litigation and other risks as a result of any material weaknesses that may be identified in Zanite's internal control over financial reporting. The combined company may invest or spend the proceeds of the Business Combination and private placement in ways with which the investors may not agree or in ways which may not yield a return. Each of Zanite and Eve have incurred and will incur substantial costs in connection with the Business Combination, private placement and related transactions, such as legal, accounting, consulting, and financial advisory fees, which will be paid out of the proceeds of the Business Combination and the private placement. The ability of Zanite's public stockholders to exercise redemption rights with respect to a large number of shares could deplete Zanite's trust account prior to the Business Combination and thereby diminish the amount of working capital of the combined company. Subsequent to the consummation of the Business Combination, the combined company may be required to take write- downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment. Uncertainty about the effect of the Business Combination may affect Eve's ability to retain key employees and integrate management structures and may materially impact the management, strategy, and results of its operation as a combined company. Neither the Zanite board of directors nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Business Combination. Zanite is an emerging growth company subject to reduced disclosure requirements, and there is a risk that availing itself of such reduced disclosure requirements will make its common stock less attractive to investors. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. Changes to the proposed structure of the Business Combination may be required as a result of applicable laws or regulations. Following the Business Combination, anti-takeover provisions contained in Eve's certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt. Following the Business Combination, Eve's certificate of incorporation and bylaws will provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between Eve and its stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, which could discourage claims or limit stockholders' ability to make a claim against Eve, its directors, officers, other employees or stockholders. Eve will incur significant expenses as a result of being a public company, which could materially adversely affect Eve's business, results of operations, and financial condition. The only principal asset of the combined company following the Business Combination will be its interest in Eve and accordingly, it will depend on distributions from Eve to pay taxes and expenses. Zanite and Eve will be subject to business uncertainties and contractual restrictions while the Business Combination is pending, and such uncertainty could have a material adverse effect on Zanite's and Eve's business, financial condition, and results of operations. If Zanite is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to complete the Business Combination. . Zanite does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for Zanite to complete its initial business combination with which a substantial majority of its stockholders or warrant holders do not agree. Risks Related to Eve' Securities Following Consummation of the Business Combination If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Eve's common stock may decline. An active trading market for Eve's shares of common stock may not be available on a consistent basis to provide stockholders with adequate liquidity. The stock price may be volatile, and stockholders could lose a significant part of their investment. There can be no assurance that the common stock issued in connection with the Business Combination will be approved for listing on the NYSE following the closing, or that the combined company will be able to comply with the continued listing standards of the NYSE. Because Eve has no current plans to pay cash dividends for the foreseeable future, you may not receive any return on investment unless you sell your shares for a price greater than that which you paid for them. If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about Eve, its business, or its market, or if they change their recommendations regarding Eve's securities adversely, the price and trading volume of Eve's securities could decline. Future sales and issuances of Eve's common stock or rights to purchase Eve's common stock, including pursuant to Eve's equity incentive plans, or other equity securities or securities convertible into Eve's common stock, could result in additional dilution of the percentage ownership of Eve's stockholders and could cause the stock price of Eve's common stock to decline. Warrants will become exercisable for the combined company's common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to the combined company's stockholders. Investors in this offering will experience immediate and substantial dilution. The combined company may issue shares of preferred stock in the future, which could make it difficult for another company to acquire it or could otherwise adversely affect holders of its common stock. Stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that stockholders have on the management of the Company. 50