NowVertical Group Inc. — Capital/Financing Update 2021

Nov 10, 2021

PRIVATE & CONFIDENTIAL

A preliminary short form prospectus dated November 10, 2021 (the “ Prospectus ”) containing important information relating to the securities described in this presentation has been filed by NowVertical Group, Inc. (“ NOW ” or the “ Company ”) with the securities regulatory authorities in each of the provinces of Canada, except Quebec. A copy of the prospectus, and any amendment to the prospectus, is required to be delivered with this document. The prospectus is still subject to completion. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the prospectus, the final short form prospectus, and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

November 10, 2021

PRIVATE & CONFIDENTIAL

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Disclaimer

Prospective investors should rely only on the information contained in the prospectus . This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the prospectus. Capitalized terms used herein that are not otherwise defined have the meanings ascribed to such terms in the prospectus. Neither the Company nor Echelon Wealth Partners Inc., as agent, have authorized anyone to provide prospective purchasers with additional or different information. If anyone provides prospective purchasers with additional or different or inconsistent information, including information or statements in media articles about the Company, prospective purchasers should not rely on it. Prospective purchasers should not assume that the information contained in this presentation is accurate as of any date other than the date of the prospectus, or where information is stated to be as of a date other than the date of the prospectus, such other applicable date. No securities regulatory authority has expressed an opinion about the securities described herein and it is an offence to claim otherwise. An investment in the securities described herein is speculative and involves a high degree of risk. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” in the prospectus and any amendment before purchasing securities.

Information has been incorporated by reference in the prospectus from documents filed with securities commissions or similar authorities in each of the provinces of Canada, except Quebec. Copies of the documents incorporated therein by reference may be obtained on request without charge from the secretary of the Company at 1 King Street West, Suite 1505, Toronto, Ontario, M5H 1A1, and are also available electronically at www.sedar.com.

The prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered thereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The prospectus does not constitute an offer to sell or solicitation of an offer to buy any securities in the United States.

This document may have been sent to you in an electronic form. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. As a consequence of the above, neither the Company nor any director, officer, employee or agent of any of them or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version that may be made available to you.

Cautionary Note Regarding Forward-Looking Information

This document includes information, statements, beliefs and opinions which are forward-looking, and which reflect current estimates, expectations and projections about future events. Statements containing the words "believe", "expect", "intend", "should", "seek", "anticipate", "will", "positioned", "project", "risk", "plan", "may", "estimate" or, in each case, their negative and words of similar meaning are intended to identify forward-looking statements. By their nature, forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions concerning, among other things, the Company's anticipated business strategies including future acquisitions, anticipated trends in the Company's business and anticipated market share, that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. In addition, even if the outcome and financial effects of the plans and events described herein are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Although NOW has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking information contained in this presentation is based on the Company’s current estimates, expectations and projections, which the Company believes are reasonable as of the current date. The Company can give no assurance that these estimates, expectations and projections will prove to have been correct. Forward-looking statements contained in this document are made as of the date of this presentation and, except as required by applicable law, the Company assumes no obligation to update or revise them to reflect new events or circumstances. Historical statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. In this regard, certain financial information contained herein has been extracted from, or based upon, information available in the public domain and/or provided by the Company. No statement in this document is intended to be nor may be construed as a profit forecast.

To the extent any forward-looking information in this presentation constitutes "future-oriented financial information" or "financial outlooks'' within the meaning of applicable Canadian securities laws, such information is being provided to demonstrate the anticipated market penetration and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above under the heading "Cautionary Note Regarding Forward-Looking Information''. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's revenue and expenses may differ materially from the revenue and expenses profiles provided in this presentation. Such information is presented for illustrative purposes only and may not be an indication of NOW's actual financial position or results of operations.

Non-IFRS Financial Measures

This document refers to Adjusted Revenues, Adjusted EBITDA and EBITDA because certain investors may use this additional information to assess the Company’s performance and also determine the Company’s ability to generate cash flow. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS, and are not necessarily indicative of operating results presented under IFRS. The Company presents Adjusted Revenues to eliminate the impact of acquisition accounting adjustments to its reported Revenues and presents Adjusted EBITDA to adjust EBITDA for items such as stock-based compensation expenses, acquisition accounting adjustments, transaction expenses related to acquisitions, transactional gains or losses on assets, asset impairment charges, operational restructuring costs, non-recurring expense items, and restructuring costs, and may include impact to the full year of cost synergies related to the reduction of employees in relation to acquisitions.

All figures in this document are in USD$ unless otherwise stated.

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Investment Highlights: Why Invest In NowVertical Group

Data Management is a Critical Problem in Every Industry

• Full suite of services including Technology, Tools, Training and Consulting

• Deep industry experience and relationships in each core vertical

• Experienced technology team leading Data Fusion innovation

Core Verticals with Blue-Chip Corporate and Government Clients

• Long-term contracts in place with Fortune 500 and Government organizations

• Servicing the untapped mid-market with global access

• Leader in the Manufacturing/OEM, Government and cyber verticals, with new channels coming online in the near-term

Fragmented Industry Ripe for Aggressive M&A Strategy

• High revenue growth through accretive, in-motion acquisition targets

• Potential acquisitions have a large portion of recurring revenue business

• Targeting industry leading gross margins

NowVertical Group is a Big Data Analytics company that helps the world's best businesses win in the digital economy by providing them with the innovative tools to make smarter decisions.

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NOW technologies and services level the playing field by upskilling your workforce and democratizing access.

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Solutions tailored to your
needs and guided by our
industry experts.
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Tailored training to upskill your
teams and unlock greater
potential, more efficiently.
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Groundbreaking technologies
that allow for top tier analysis
and maximum output.
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Solutions: Unlimited Applications

CONSUMER INSIGHTS AND AFFINITY ANALYSIS

PRIVACY-SAFE DATA COLLABORATION

Leverage graph analytics to uncover previously unknown interest areas and novel insights to drive product development and marketing.

Coordinate around integrated organization-wide datasets with internal and external partners without exposing proprietary information or PII.

ENTERPRISE FUSION FOR QUALITY & SAFETY

DATA GOVERNANCE AND COMPLIANCE

Increase organizational awareness and recognize potential issues earlier, saving time, money, and lives.

Track, monitor, and protect your organizational digital assets by implementing a comprehensive DRM solution across all your data.

ENERGY SYSTEM MAINTENANCE

Utilized production optimization and predictive maintenance methodologies to identify cost savings and higher efficiency repair schedules.

INTERNAL & FORENSIC INVESTIGATIONS

Proactively identify sanctions violations and criminal behavior by delivering more efficient analytic queries across a fully fused dataset.

SECURITY OPERATION CENTER

Deploy and activate security services around key events and figures by leveraging all of the data at your fingertips.

PREEMPTIVE CYBERSECURITY

Detect and identify insider threat, employee misconduct, and organizational vulnerabilities by maximizing your current tech stack.

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NOW Evolution: Scale Through M&A

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FY 2020 March 2021 June 2021 Q3 & Q4 2021 Signafire NOW go-public private NOW completes RTO Targeting organic and Technologies & placement closed for on the TSXV acquisitive growth via Seafront Analytics gross proceeds of substantial M&A pipeline acquired C$9.4 million

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Comparable Companies

In accordance with Section 7.6(4) of National Instrument 44-101-Short Form Prospectus Distributions, all of the information relating to the Company’s comparables and any disclosure relating to the comparables, which is contained in the presentation to be provided to potential investors, has been removed from this template version for purposes of its filing on the System for Electronic Document Analysis and Retrieval (SEDAR).

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NOW Management Team

DAREN TROUSDELL Chairman & CEO

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o Founder of Clip Money Inc., Mindblossom Inc., and multiple early stage start-ups

o Sold Mindblossom Inc. to Dentsu Aegis Media (DAN) and went on to run North America digital and M&A for the group

o Active investor and advisor in various data, fintech, and digital media startups

AIMEE LESSARD Chief Analytics Officer

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• Founder of Seafront Analytics

o Former analyst and sr. account executive at Palantir and Adobe; advisor to public sector focused startups

o Former US national intelligence counter-terrorism analyst and special operations communities supporting global national security initiatives o Veteran of the US Marine Corps

JOHN ADAMOVICH Chief Financial Officer & Director

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o Public company CFO with over 30 years experience in senior public accounting and CFO roles

o Former CFO of Aeroflex Holding Corporation (NYSE), Pall Corporation (NYSE), Cablevision

o Former Senior Partner at KPMG

ANDRE GARBER ANDRE GARBER EVP Corp. Development & Legal EVP Corp. Development & Legal

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• Experienced attorney with corporate finance and M&A expertise.

o
o

• Experienced attorney with corporate finance and M&A expertise

• Former Partner and co-chair of the Emerging Companies Group at Fasken

• o Martineau DuMoulin LLP; Founder of the Dentons Canada LLP Startup Former Partner and co-chair of the Emerging Companies Group at Fasken Program; Strategic Advisor at Nextlaw Ventures.Martineau DuMoulin LLP; Founder of the Dentons Canada LLP Startup Counsel at Fasken Martineau DuMoulin LLP.Program; Strategic Advisor at Nextlaw Ventures

o

• Former Counsel at Fasken Martineau DuMoulin LLP

ALTAF BAHORA ALTAF BAHORA Chief Technology OfficerChief Technology Officer

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• oo Co-Founder of Signafire Technologies Inc., leads all of NOW’s technical Co-Founder of Signafire Technologies Inc., leads all of NOW’s technical development initiatives. development initiatives

• oo Lead the design, development, deployment, and support of the Signafire Lead the design, development, deployment, and support of the Signafire technology suite.technology suite

• Former senior systems engineer at the Mitre Corporation, supporting Former senior systems engineer at the Mitre Corporation, supporting technology initiatives within US Special Operations Command and the technology initiatives within US Special Operations Command and the Department of Homeland Security. Department of Homeland Security

o

o

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DAVE WHITMIRE DAVE WHITMIRE EVP Strategy & Operations EVP Strategy & Operations

o Experienced CEO, and COO of privately held mid-size firms for more than 10 o Experienced CEO, and COO of privately held mid-size firms for more than 10 years. years

Formerly CEO at K2 Solutions, National Security Sales Leader at Adobe and Formerly CEO at K2 Solutions, National Security Sales Leader at Adobe and COO of Bennett Aerospace. COO of Bennett Aerospace USSOCOM leader, Army veteran. USSOCOM leader, Army veteran

o

o

o

o

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NOW Board of Directors

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Elaine Kunda Director

• Managing Partner at Disruption Ventures, a leading Canadian early-stage VC firm

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Scott Nirenberski Director

• CFO & Secretary for MCI OneHealth Technologies Inc., a TSX-listed Healthcare company

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Darrell MacMullin Director

• Chief Commercial Officer, SecureKey Technologies

• Former Managing Director of PayPal and eBay Canada

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NOW Capitalization Table

Capitalization table as at June 30, 2021, after giving effect to the recent acquisitions.

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Condensed Share Capital Summary – TSXV:NOW
Subordinate Voting Shares (Unlimited) 24,020,398
Proportionate Voting Shares (Unlimited) 27,127,000 [(1)]
Options 4,323,227 [(2)(3)]
Total Fully Diluted 55,470,625
Closing Price as of November 9, 2021 $1.00
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1. Proportionate Voting Shares multiplied by 100, on an as-exercised basis, according to Prospectus. 2. Includes 795,000 options granted to certain members of management on September 8, 2021. 3. Includes two tranches of Compensation Warrants.

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Appendix

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DataBench

Data discovery, analysis, and insight generation from a single tool built to open up access for your entire org.

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Easier Access to Your Data

Analytical Tasks of Any Kind

Quality and Consistency

Directly hook and work from your full set of data in a safe and analytically capable sandbox without requiring organizational intervention, assistance, or lengthy setup.

Leverage analytic capabilities that run the gamut from geospatial to statistical to time series to categorical - and beyond.

Build custom workflow templates with the most rigorous and proven methodologies at their core to help users of any level reach impactful insights with speed and ease.

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Fusion

Make sense of commonalities across all of your data, regardless of structure, format, location.

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All Your Data in One Location

Combine internal and external data from disparate repositories.

Built for Any Structure

Fuse multi-structured data using a common data model for maximum analytic capabilities.

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Clearer Connections

Build deeper, customized connections across varied data sets by leveraging NLP for sentiment and categorical analysis.

Platform Agnostic

Your newly unified set of data can be searched and queried with methodologies of your choosing, across any platform.

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Privacy

Secure and track your digital assets of any format across your entire organization.

Confidence in Your Data

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Access & Authorization

Secure, control, and track data wherever it Control and limit users’ access with moves. comprehensive authentication measures and authorization requirements.

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Complex Audit Capabilities

Format & Structure Agnostic Structured or unstructured, text or OCR - be confident in your protection.

Identify and track key metrics related to your digital assets so you’ll always know who has your data and how they're using it.

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NOW Analytics ToolKit

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Analytics for Your Full Org.
Democratize data access on a
platform providing the full range
of analytical tasks and outcomes
for users of all kind.
Security and Governance
Get More From Your Data Have confidence in your
data’s safety, location, and
Work across a fully unified set
use with the tools to
of enriched internal and
investigate when necessary.
external data. Regardless of
format.
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Superior data access and protection for all your analytic practices.
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The ToolKit increases access to robust analytics and asset protection across a fully unified set of data, delivering analytic solutions for users at all levels.

• Data Scientists

 BI Analysts

• Financial Analysts

 Cyber Analysts

• IT Managers  Marketing Managers

• Data Owners  CISO + Executives

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Thank You!

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www.nowvertical.com

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