Brivo Financial & Market Positioning slide image

Brivo Financial & Market Positioning

Disclaimer This presentation is being made in connection with a potential business combination (the "Business Combination") between Crown PropTech Acquisitions ("Crown") and Brivo, Inc. (collectively with its subsidiaries, "Brivo," the "Company," "us," "our," or "we") to a limited number of parties who may be interested in acquiring securities of Crown ("Securities"). RBC Capital Markets, LLC has been engaged by Crown to serve as placement agent (the "Placement Agent") with respect to the offering of Securities to prospective investors in connection with the Business Combination. This presentation is for informational purposes only, and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell, buy, or subscribe for Securities, nor is it a solicitation of any vote or approval in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of Securities in any jurisdiction in contravention of applicable law prior to registration or qualification under the securities laws of any such jurisdiction. Investment in Securities described herein has not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC"), or any other regulatory authority, nor has any authority passed judgment upon or endorsed the merits of Securities or the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offense. Crown and the Company reserve the right to update or supplement the information provided in this presentation. This presentation shall remain the property of Crown. Each of Crown and the Placement Agent reserves the right to require the return of this presentation (together with any copies or extracts thereof) at any time. By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, directors, or employees will copy, reproduce, or distribute to others this presentation, in whole or in part, at any time without the prior written consent of Crown and that it will keep confidential all information contained herein or otherwise obtained from Crown (in accordance with such recipient's agreement with the applicable Placement Agent to receive such information) and will use this presentation for the sole purpose of evaluating a possible acquisition of Securities and for no other purpose. Any unauthorized distribution or reproduction of any part of this presentation may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act"). Investors Securities are being offered as a private placement to a limited number of institutional "accredited investors" as defined in Rule 501 under the Securities Act or "qualified institutional buyers" as defined in Rule 144A under the Securities Act and will not be registered under the Securities Act. Securities are being offered in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act, and as such are suitable only as an investment for, and are being offered only to persons who have, directly or through qualified representatives, the ability to evaluate the merits and risks of an investment in Securities and the ability to assume the economic risks involved in such investment. By accepting this presentation, each prospective investor shall be deemed to have represented that it is an institutional accredited investor or a qualified institutional buyer. Furthermore, each investor will be required in connection with the purchase of Securities to make representations confirming its eligibility as a prospective investor and that it is purchasing Securities for its own account and not with a view to their resale or distribution. Accordingly, such Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Prospective investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. None of Crown, Brivo or the Placement Agent are responsible for a prospective investors' compliance with any applicable requirements. The transfer of Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Prospective investors should be aware that they are required to bear the final risk of their investment for an indefinite period of time. Crown is not making an offer of Securities in any state or jurisdiction where such offer is not permitted. An investment in the Securities or the securities of the Company is speculative and involves a high degree of risk. Investors must be prepared to bear the economic risks of any investment in the Securities for an indefinite period and be able to withstand a total loss of their investment. Investors should carefully consider their own investigation and due diligence of Crown and/or the Company and the terms of any offering. Prospective investors are not to construe the contents of this presentation, or any prior or subsequent communications from or with Crown, the Company, the Placement Agent or other professionals associated with the Business Combination or the offering of Securities, as financial, legal, tax, or business advice. The Placement Agent is not acting as your advisor or agent. Prior to entering into any Business Combination, you should determine, without reliance upon Crown, the Company, the Placement Agent, or their respective affiliates, the economic risks and merits, as well as the financial, legal, business, tax, and accounting characterizations and consequences of such Business Combination and independently determine that you are able to assume the risks associated with such Business Combination. Each prospective investor should consult with its own attorney and advisors as to the financial, legal, business, tax, accounting and related matters concerning such Business Combination. In this regard, by acceptance of this presentation, you acknowledge that you have been advised that (a) the Placement Agent is not in the business of providing financial, legal, business, tax, or accounting advice, (b) you understand that there will be financial, legal, business, tax, and accounting risks associated with such Business Combination, (c) you should receive financial, legal, business, tax, and accounting advice from advisors with appropriate expertise to assess relevant risks, and (d) you should apprise senior management in your organization as to the financial, legal, business, tax, and accounting advice (and, if applicable, risks) associated with such Business Combination and these disclaimers as to these matters. You confirm that you are not relying upon the information contained herein to make any decision. Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the "safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to commercial product launches, potential benefits of the proposed business combination and the potential success of Brivo's go-to-market strategy, and expectations related terms and timing the proposed business combination. These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of Brivo and Crown's management are not predictions of actual performance. 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 predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Brivo and Crown. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of Crown or Brivo is not obtained; the lack of third party valuation in determining whether or not to pursue the proposed business combination; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Brivo; the risk that the conditions to the financing for the proposed business combination may not be satisfied or waived; the effect of the announcement or pendency of the proposed business combination on Brivo's business relationships, performance and business generally; risks that the proposed business combination disrupts current plans of Brivo and potential difficulties in Brivo employee retention as a result of the proposed business combination; the ability to implement business plans, forecasts and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; Brivo's ability to attract and retain customers; the combined company's ability to up-sell and cross-sell to customers, including the success of Brivo's customers' development programs, which will drive future revenues; the ability of the combined company to compete effectively and its ability to manage growth; the amount of redemption requests made by Crown's public shareholders; the ability of Crown or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; the risk that the combined company's securities will not be approved for listed on the New York Stock Exchange or if approved, that such listing will be maintained; and those factors discussed in Crown's Annual Report on Form 10-K for the year ended December 31, 2021, dated April 12, 2022, the preliminary proxy statement/prospectus of Crown related to the proposed business combination dated April 19, 2022 and, when available, Crown's final proxy statement to be filed with the Securities and Exchange Commission ("SEC"), in each case, under the heading "Risk Factors," and other documents of Crown filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Crown nor Brivo presently know or that Crown and Brivo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Crown's and Brivo's expectations, plans or forecasts of future events and views as of the date made. Crown and Brivo anticipate that subsequent events and developments will cause Crown's and Brivo's assessments to change. However, while Crown and Brivo may elect to update these forward-looking statements at some point in the future, Crown and Brivo specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Crown's and Brivo's assessments as of any date subsequent to the date made. Accordingly, undue reliance should not be placed upon the forward-looking statements. 2
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