Azerion SPAC Presentation Deck

Risk Factors (2/5) Risks relating to Azerion's business following the business combination If Azerion fails to acquire, develop, distribute or introduce new popular online games and successfully extend the life of its existing popular online games and grow the user base of, and encourage continued user engagement with those games, it will not be able to compete effectively in the online gaming industry. ● ● ● ● . ● ● Any failure to adjust to changes in technology, development platforms, mobile devices or operating models in the online gaming industry will have an adverse effect on Azerion's business, financial condition and results of operations. Azerion relies on third-party content owners to continue to allow it to offer users access to sufficiently attractive gaming and other content on its distribution platforms. Azerion's ability to successfully attract in-game advertisers depends on its ability to attract and maintain a sufficient user base, maintain sufficient advertising inventory and otherwise offer an advertising model that improves engagement whilst retaining users. Azerion relies in part on third-party platforms to distribute its premium games and collect payments from users. If Azerion fails to maintain its relationships with these platforms or if Azerion's revenue-sharing arrangements with these platforms change to its detriment, its business, financial condition and results of operations may be materially and adversely affected. Regulation restricting access to Azerion's online games, or action by governments to restrict access to Azerion's online games in their countries could materially and adversely affect Azerion's business, financial condition and results of operations. A shift of market power among publishers, intermediaries and advertisers may result in a decrease in the margins. In connection with acquisitions, Azerion may have acquired and may in the future acquire actual or potential. liabilities. Azerion is subject to various privacy, global data protection, information security, consumer protection and protection of minors regulations, which are continuously evolving and could result in additional costs and liabilities. azerion ● ● ● ● ● Azerion may be unable to successfully integrate or achieve the expected benefits from past or future acquisitions and undertaking acquisitions increases the risk profile of its business. Azerion may fail to identify or acquire suitable acquisition candidates or investment opportunities or make unsuitable acquisitions, which may lead to the potential impairment of acquired intangible assets and goodwill or could otherwise impair its ability to achieve its strategic growth objectives, including its financial targets and objectives. Azerion relies on a certain number of large advertisers and publishers. Azerion is subject to risks related to accepting cryptocurrencies as a form of payment in NFT transactions. Azerion's ability to collect and use data from various sources could be restricted. Blocking or deletion of cookies or other modifications to privacy settings on PCs and mobile devices including the development of ad blocking technologies could restrict or impair Azerion's data collection and the effectiveness of its products and services. If Azerion cannot retain its management team and other key employees, it may not be able to manage its operations successfully and pursue its strategic objectives. If Azerion fails to innovate, adapt and respond timely and effectively to rapidly changing technologies and new trends in the digital advertising industry, its products and services may become less competitive or obsolete. Azerion is subject to a variety of laws and regulations globally. Changes in the laws and regulations that Azerion is subject to, including those relating to online gaming, could have a negative effect on its business. Azerion cannot guarantee that its efforts to innovate and explore new areas of operations would be successful or bring positive financial impact. 76

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