EVE SPAC Presentation Deck
Disclaimer (cont.)
Projections
This Presentation contains financial forecasts for the Company with respect to certain financial results for the Company's fiscal years 2020 through
2030. All projections, estimates, goals, targets, plans, trends or other statements with respect to future results or future events in this presentation,
including projected revenue, are forward-looking statements that (i) reflect various estimates and assumptions concerning future industry
performance, general business, economic and regulatory conditions, market conditions for the Company's products and other matters, which
assumptions may or may not prove to be correct, (ii) are inherently subject to significant contingencies and uncertainties, many of which are outside
the control of Eve and Zanite and (iii) should not be regarded as a representation by Eve, Zanite or any other person that such estimates, forecasts or
projections will be achieved. Neither Zanite's nor Eve's independent auditors have studied, reviewed, compiled or performed any procedures with
respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any
other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not
be relied upon as being necessarily indicative of future results. Actual results can be expected to vary and those variations may be material.
Unanticipated events may occur that could affect the outcome of such projections, estimates, goals, targets, plans, trends and other statements. You
must make your own determinations as to the reasonableness of these projections, estimates, goals, targets, plans, trends and other statements and
should also note that if one or more estimates change, or one or more assumptions are not met, or one or more unexpected events occur, the
performance and results set forth in such projections, estimates, goals, targets, plans, trends and other statements may not be achieved. We can give
no assurance as to future operations, performance, results or events. The inclusion of financial projections, estimates and targets in this presentation
should not be regarded as an indication that Eve and Zanite, or their representatives, considered or consider the financial projections, estimates and
targets to be a reliable prediction of future events.
Use of Non-GAAP Financial Metrics
This presentation includes certain financial measures not presented in accordance with generally accepted accounting principles in the United States
("GAAP), including EBITDA, EBITDA margin, free cash flow, non-GAAP gross profit and non-GAAP gross margin (including on a forward-looking basis)
and certain other ratios and other metrics derived therefrom. The Company defines EBITDA as net income (loss) before depreciation and amortization,
income taxes, interest income / (expense) and stock-based compensation, and EBITDA margin as EBITDA divided by revenue. The Company defines
free cash flow as cash flow from operations minus capital expenditures. The Company defines non-GAAP gross profit as gross profit excluding
depreciation and amortization and stock-based compensation expense included in cost of goods sold, and non-GAAP gross margin as non-GAAP
gross profit divided by revenue. These financial measures are not measures of financial performance in accordance with GAAP and may exclude
items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as
an alternative to net loss or other measures of profitability, liquidity or performance under GAAP. You should be aware that our presentation of these
measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. Eve believes
that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about
Eve. Eve's management uses forward-looking non-GAAP measures to evaluate Eve's projected financials and operating performance. Other companies
may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore the Company's non-
GAAP measures may not be directly comparable to similarly titled measures of other companies. Management does not consider these non-GAAP
measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP
financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company's financial
statements. Given the inherent uncertainty regarding projections, projected non-GAAP measures have not been reconciled back to the nearest GAAP
measure. In addition, they 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. You should review the Company's and Zanite's audited financial
statements, which will be included in the definitive proxy statement relating to the Transaction. Reconciliations of historical non-GAAP measures to
their most directly comparable GAAP counterparts are included in the Appendix to this presentation. Additionally, to the extent that forward-looking
non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP
measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
Private Placement
The securities to which this presentation relates have not been registered under the Securities Act, or the securities laws of any other jurisdiction. This
presentation relates to securities that Zanite intends to offer in reliance on exemptions from the registration requirements of the Securities Act and
other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been
approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this
offering or determined that this présentation is accurate or complete. Any representation to the contrary is a criminal offense.
2020 Preliminary Financial Information
Eve's audited consolidated financial statements for the twelve months ended December 31, 2020 are not yet available. This presentation includes
certain preliminary unaudited financial information for the twelve months ended December 31, 2020 that is based solely on Eve's management's
estimates reflecting currently available preliminary information, and remains subject to Eve's consideration of subsequent events. Eve's independent
registered public accounting firm has not audited or reviewed, and does not express an opinion with respect to, this financial information. Eve's final
consolidated financial results as of and for the twelve months ended December 31, 2020 may materially differ from the estimates and the interim
balances set forth in this presentation. Such estimates constitute forward-looking statements and are subject to risks and uncertainties, including
those described under "Forward-Looking Statements.
Participation in Solicitation
Eve and Zanite and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of
Zanite's shareholders in connection with the proposed Transaction. Investors and security holders may obtain more detailed information regarding the
names and interests in the proposed Transaction of Zanite's directors and officers in Zanite's filings with the SEC, including Zanite's annual report on
Form 10-K/A, which was originally filed with the SEC on June 14, 2021. To the extent that holdings of Zanite's securities have changed from the
amounts reported in Zanite's registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants the solicitation of proxies to
Zanite's shareholders in connection with the proposed Transaction is set forth in the proxy statement for the proposed Transaction, which is expected
to be filed by Zanite with the SEC.
Trademarks
This presentation includes logos or other words or devices that may be registered trademarks of their respective owners. Solely for convenience,
some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © or ® symbols,
but Zanite and Eve will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks,
trade names and copyrights. This presentation and its contents are not endorsed, sponsored or affiliated with any trademark owner.
Additional Information About the Transaction and Where to Find It
Zanite intends to submit the Transaction to its security holders for their consideration. The Company intends to file a proxy statement with the SEC,
which will include a preliminary proxy statement and a definitive proxy statement, to be distributed to Zanite's securityholders in connection with
Zanite's solicitation for proxies for the vote by Zanite's shareholders in connection with the Transaction and other matters as described in the
definitive proxy statement. After the definitive proxy statement on Form DEFM14A has been filed, Zanite will mail the definitive proxy statement and
other relevant documents to its securityholders as of the record date established for voting on the Transaction. Investors and security holders of
Zanite and Eve are urged to read the proxy statement and other relevant documents that will be filed with the SEC carefully and in their entirety when
they become available because they will contain important information about the proposed Transaction. Investors and security holders will be able to
obtain free copies of the proxy statement and other documents containing important information about Zanite and Eve through the website maintained
by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Zanite can be obtained free of charge by directing a written request to
Zanite at 25101 Chagrin Boulevard, Suite 350, Cleveland, Ohio 44122. Inquiries regarding this presentation may be directed to Steven H. Rosen, Co-
Chief Executive Officer, at 25101 Chagrin Boulevard, Suite 350, Cleveland, Ohio 44122 or by calling (216) 292-0200.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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