EVE SPAC Presentation Deck
Disclaimer
Confidentiality and Disclosures
This presentation has been prepared for use by EVE UAM, LLC ("Eve" or the "Company") and Zanite Acquisition Corp. ("Zanite") in connection with their
proposed business combination (the "Transaction"). This presentation is for information purposes only and is being provided to you solely in your
capacity as a potential investor in considering an investment in Zanite and may not be reproduced or redistributed, in whole or in part, without the prior
written consent of Eve and Zanite. By accepting this presentation, each recipient and its directors, partners, officers, employees, attorney(s), agents
and representatives ("recipient") agrees: (i) to maintain the confidentiality of all information that is contained in this presentation and not already in the
public domain; and (ii) to return or destroy all copies of this presentation or portions thereof in its possession following the request for the return or
destruction of such copies. This presentation supersedes and supplements any prior presentation and any oral or written communication with respect
to Eve and its business.
The Company and Zanite are free to conduct the process of the potential transaction as they deem in their sole discretion (including, without
limitation, terminating further participation in the process by any party, negotiating with prospective transaction counterparties and entering into an
agreement with respect to the Transaction without prior notice to you or any other person) and any procedures relating to such Transaction may be
changed at any time without prior notice to you or any other person. None of Eve, Zanite or any other person undertakes any obligation to provide you
with access to any additional information. This presentation shall not be deemed an indication of the state of affairs of Eve nor shall it constitute an
indication that there has been no change in the business or affairs of Eve since the date hereof.
No Representations and Warranties
None of Eve, Zanite or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, investment
banks, agents or advisers makes any express or implied representation or warranty as to the accuracy or completeness of the information contained
in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its
evaluation of a possible transaction between Eve and Zanite. To the fullest extent permitted by law, in no circumstances will the Company, Zanite or
any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, investment banks, agents or
advisers be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its
omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection
therewith.
You will be entitled to rely solely on the representations and warranties made to you by Zanite in a definitive written agreement relating to a
Transaction, when and if executed, and subject to any limitations and restrictions as may be specified in such definitive agreement. No other
representations and warranties will have any legal effect. The Company and Zanite expressly disclaim any and all liability for representations,
expressed or implied, contained herein or for errors, omissions or misstatements, negligent or otherwise, in this presentation or any other written or
oral communication transmitted to you in the course of your evaluation of a potential transaction.
The recipient agrees and acknowledges that this presentation is not intended to form the basis of any investment decision by the recipient and does
not constitute investment, tax or legal advice regarding any securities. You should consult your own legal, regulatory, tax, business, financial and
accounting advisors to the extent you deem necessary, and must make your own decisions and perform your own independent investment and
analysis of an investment in Zanite and the transactions contemplated in this presentation. The recipient also acknowledges and agrees that the
information contained in this presentation and any oral statements made in connection with this presentation are preliminary in nature, subject to
material change and not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Zanite.
Zanite and Eve disclaim any duty to update the information contained in this presentation.
By participating in this Presentation, the recipient acknowledges that such recipient is aware that the United States securities laws restrict persons
with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such
company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is
likely to purchase or sell such securities on the basis of such information.
No Offer or Solicitation
This presentation and any oral statements made in connection with this presentation shall neither constitute an offer to sell nor the solicitation of an
offer to buy any securities, or the solicitation of any proxy, vote, consent, authorization or approval in any jurisdiction in connection with the proposed
Transaction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdictions. No such offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the "Securities Act"). Investment in any sécurities 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 offering of securities (the "Securities") will not be registered under the Securities Act, and will be offered as a private placement to a limited
number of institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and "Institutional Accounts" as
defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration
requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any
exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to
be issued. Investors should be aware that they might be required to bear the financial risk of their investment for an indefinite period of time. Neither
Zanite nor the Company is making an offer of the Securities in any state where the offer is not permitted.
This communication is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use
would be contrary to local law or regulation.
Forward-Looking Statements
This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1996. Zanite's and Eve's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events. Words such as "expect", "estimate", "project", "budget", "forecast", "anticipate",
"intend", "plan", "may", "will", "could", "should", "believes", "predicts", "potential", "continue", and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without limitation, Zanite's and Eve's expectations with respect to future
performance and anticipated financial impacts of the Transaction, the satisfaction of closing conditions to the Transaction and the timing of the
completion of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to
differ materially from the expected results. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of Zanite's
registration statement on Form S-1 and annual report on Form 10-K/A and Embraer S.A.'s ("Embraer") annual report on Form 20-F. In addition, there
will be risks and uncertainties described in the proxy statement relating to the proposed Transaction, which is expected to be filed by Zanite with the
Securities and Exchange Commission (the "SEC") and other documents filed by Zanite from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward
looking statements. Most of these factors are outside Zanite's and Eve's control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against Zanite or Eve following the announcement of the
Transaction; (2) the inability to complete the proposed Transaction, including due to the inability to concurrently close the proposed Transaction and
the private placement of common stock or due to failure to obtain approval of the securityholders of Zanite; (3) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals or complete regular reviews required to complete the Transaction; (4) the risk
that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (5) the inability to
recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company
to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (6) costs related to the
Transaction; (7) changes in the applicable laws or regulations; (8) the possibility that the combined company may be adversely affected by other
economic, business, and/or competitive factors; (9) the impact of the global COVID-19 pandemic; and (10) other risks and uncertainties indicated from
time to time described in Zanite's registration on Form S-1 and Embraer's annual report on Form 20-F, including those under "Risk Factors" therein, and
in Zanite's and Embraer's other filings with the SEC. Zanite and Eve caution that the foregoing list of factors is not exclusive and not to place undue
reliance upon any forward-looking statements, including projections, which speak only as of the date made. Neither Zanite nor Eve undertakes or
accepts any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is based.
Use of Data
This presentation contains information concerning Eve's industry, including market size and growth rates of the markets in which Eve participates, that
are based on industry surveys and publications or other publicly available information, other third-party survey data and research reports
commissioned by Eve and its internal sources. This information involves many assumptions and limitations, there can be no guarantee as to the
accuracy or reliability of such assumptions and you are cautioned not to give undue weight to this information. Further, no representation is made as
to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information
contained herein.
Any data on past performance or modeling contained herein is not an indication as to future performance. Neither Eve nor Zanite have independently
verified this third-party information. Similarly, other third-party survey data and research reports commissioned by Eve or Zanite, while believed to be
reliable, are based on limited sample sizes and have not been independently verified by Eve or Zanite. In addition, projections, assumptions, estimates,
goals, targets, plans and trends of the future performance of the industry in which Eve operates, and its future performance, are necessarily subject to
uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from
those expressed in the estimates made by independent parties and by Eve and Zanite. Eve and Zanite assume no obligation to update the information
in this presentation. Accordingly, this presentation is being delivered to you with the understanding that you will conduct your own independent
investigation of those matters, which you deem appropriate without reliance on Zanite, Eve or any materials set out in this presentation.
All summaries and discussions of documentation and/or financial information contained herein are qualified in their entirety by reference to the actual
documents and/or financial statements.
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