Xos SPAC Presentation Deck

DISCLAIMER This information pack (the "Pack") is provided for informational purposes only and has been prepared on a confidential basis by Xos, Inc. (the "Company") and NextGen Acquisition Corporation ("NextGen") and is being provided solely for use in evaluating or pursuing a business relationship between the parties where the receiving party ("Receiving Party") may be engaged to act as a provider of strategic support to the Company, including as an underwriter, strategic adviser or other similar role (the "Permitted Use") or as an equity provider and is not to be used for any other purpose. The Pack is being delivered to a limited number of Receiving Parties who have entered into a Confidentiality Agreement with the Company. The Receiving Party acknowledges and agrees that the Pack and all information pertaining thereto are strictly private and confidential and proprietary to the Company. Except as expressly permitted by or otherwise authorized by the Company and NextGen, the Receiving Party shall keep the Pack and all information pertaining thereto confidential in accordance with the terms of the Confidentiality Agreement. The Receiving Party understands and agrees that the Company and NextGen have not made any, and make no representation or warranty, express or implied, herein as to the accuracy or completeness of the Pack. To the fullest extent permitted by law, in no circumstances will the Company or NextGen or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the Pack, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. The Company is providing Confidential Information on an "as is" basis for use by the Receiving Party at its own risk. The Company and NextGen disclaim all warranties, whether express, implied or statutory, including, without limitation, any implied warranties of title, non-infringement of third-party rights, merchantability, or fitness for a particular purpose. The Pack discusses trends and markets that the Company's leadership team believes will impact the development and success of the Company based on its current understanding of the marketplace. Industry and market data used in the Pack have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. The Company and NextGen have not independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. In addition, this Pack does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of the Company or the proposed business combination. The Receiving Party should make its own evaluation of the Company and of the relevance and adequacy of the information and should make such other investigations as it deems necessary. Nothing in this agreement imposes on the Company or NextGen any obligation to provide further Packs or update or correct any inaccuracies in the Pack. Forward-Looking Statement The Pack 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," "would," "should," "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. "Forward-looking statements" include all statements about the Company's or NextGen's future plans and performance, regardless of whether the foregoing expressions are used to identify them. In addition, 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 product development and launches; the implementation and potential success of the Company's go-to-market strategy; the Company's research and development efforts; and the Company's proposed manufacturing plans and expectations, including statements regarding the effectiveness and efficiency of its future manufacturing processes. Please consider the environment before printing this presentation. These statements are based on various assumptions, whether or not identified in the Pack, and on the current expectations, beliefs, intentions or strategies of the Company's management and 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 to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company or NextGen. These forward-looking statements are subject to a number of judgments, risks and uncertainties, including risks relating to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the uncertainty of the Company's projected financial information; (iii) the rollout of the Company's business and the timing of expected business milestones, including product development and launches, market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; (iv) future market adoption and industry acceptance of the Company's products and services; (v) the Company's go-to-market strategy; (vi) the timing of the completion of the Company's commercial-scale manufacturing capabilities; (vii) the Company's ability to achieve its ectual property objectives and to patent its technology; (viii) the Company's ability to obtain expected or required regulatory certifications and authorizations; (ix) the ability and timely consummation of 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 stockholders of the Company or NextGen is not obtained, (x) failure to realize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably; (xi) the Company's ability to obtain a favorable outcome in the industry standards setting system; (xii) the effects of competition and the abilities and rights of third parties on the Company's business and operations; (xiii) the need for, timing and availability of additional financing and the Company's ability access to additional capital; (xiv) the amount of redemption requests made by NextGen's public stockholders; the ability of NextGen or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; and (xv) the risks and uncertainties described in the "Risk Factors" section of NextGen's registration statement on Form S-1, the proxy statement/prospectus on Form S-4 relating to the business combination, which is expected to be filed by NextGen with the Securities and Exchange Commission (the "SEC") and other documents filed by NextGen from time to time with the SEC. If any of these risks materialize or if the Company's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that are not presently known to the Company or NextGen or that the Company or NextGen currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's and NextGen's expectations, plans or forecasts of future events and views as of the date of this Pack. Forward-looking statements speak only as of the date they are made, and the Company and NextGen undertake no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements, whether as the result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company's or NextGen's assessments as of any date subsequent to the date of the Pack. Accordingly, undue reliance should not be placed upon the forward-looking statements. Confidential and Privileged, Property of Xos, Inc. 2