Deutsche Bank

Investment Bank

Discussion materials

Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities
activities in the United States.

March 2021
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Your Deutsche Bank team

Deutsche Bank
Investment Bank
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Deutsche Bank’s team for Credorax
FinTech coverage FinTech advisory
Zak Khan
Managing Director, Head of
Financial Technology
Coverage
T: +1 (212)250-0434
E: zak.khan@db.com
Marco Stotani
Vice President
T: +1 (212)250-7442
E: marco.stotani@db.com
Giulia Merla
Associate
T: +1 (212)250-5977
E: giulia.merla@db.com
1 Deutsche Bank
Investment Bank
Equity capital markets
Jacques Raphael
Managing Director, Head of
Financial Technology
Advisory
T: +1 (212) 250-7521
E: jacques.raphael@db.com
Kevin Van
Managing Director
T: +1 (212) 250-7096
E: kevin.van@db.com
Plamena Golemanska
Vice President
T: +1 (212)250-9651
E: Plamena.golemanska@db.com
SPAC coverage
Jeff Bunzel
Managing Director, Co-Head
of Global Equity Capital
Markets
T: +1 (212) 250-7642
E: jeffrey.bunzel@db.com
Justin Smolkin
Managing Director, Head of
Technology ECM
T: +1 (212) 250-7481
E: justin.smolkin@db.com
Israel coverage
Shivani Sood
Vice President
T: +1 (212)250-4617
E: shivani.sood@db.com
Eric Hackel
Global Head of Alternative
Equity
Solutions Origination
T: +1 (212) 250-2714
E: eric.hackel@db.com
Brandon Sun
Director
T: +1 (212) 250-8175
E: brandon.sun@db.com
Doron Averbuch
Managing Director, Chief
Country Officer Israel
T: +972 (3) 710-2022
E: doron.averburch@db.com
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Deutsche Bank is a leading M&A advisor and underwriter

for FinTech companies

M&A advisory Equity underwriting Debt financing

Cedacri Doma Nets Coupang Global Blue (PIPE) Qualtrics MasterCard Realpage Salesforce

EUR1,500 million USD3,000 million EUR7,800 million ~USD3,420 million USD75 million USD1,784 million USD1,300 million USD4,000 million USD10,000 million
Sale to ION Sale to Capitol Sale of Nets to Nexi IPO PIPE for acquisition IPO ESG notes issuance LBO financing Acquisition financing
Investment Group Investment V of ZigZag

Sole Financial Advisor Financial Advisor Financial Advisor Joint Bookrunner Sole Private Joint Bookrunner Active Bookrunner Joint Bookrunner Joint Bookrunner
Placement Agent
March 2021 March 2021 November 2020 March 2021 March 2021 January 2021 March 2021 Pending Pending

Telepass Global Blue Waystar Affirm Wish Fiserv E2open Planview Forcepoint

~EUR1,000 million USD2,600 million USD1,400 million USD1,386 million USD1,104 million USD2,300 million USD525 million USD765 million USD600 million
Acquisition by Partners Sale to Far Point Acquisition of eSolutions IPO IPO Follow-On Refinancing LBO financing LBO financing
Group of 49% stake in Acquisition Corp
Telepass from Atlantia
SpA
Financial Advisor Financial Advisor Financial Advisor Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Co-Lead Arranger Joint Bookrunner
to Waystar
October 2020 August 2020 August 2020 January 2021 December 2020 December 2020 February 2021 December 2020 October 2020

Nebula Acquisition Blue Ridge ESOP EVO Payments

Talech DoorDash Airbnb PayPal Visa MasterCard
Corp Associates International

USD1,100 million
Acquisition of
OpenLending
Financial Advisor
Undisclosed Undisclosed USD3,366 million USD3,830 million USD224 million USD4,000 million USD4,000 million USD1,500 million
Sale of Blue Ridge to Sale of talech to IPO IPO IPO Senior notes issuance Senior notes issuance Senior notes issuance
Levine Leichtman US Bank
Capital Partners
Sole Financial Advisor Sole Financial Advisor Joint Bookrunner Joint Bookrunner Active Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner

June 2020 March 2020 September 2019 December 2020 December 2020 May 2018 May 2020 April 2020 March 2020

Represents SPAC transactions

2 Deutsche Bank
Investment Bank
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Deutsche Bank has bookrun some of the highest profile recent tech-
related IPOs

2020 – 2021 tech IPO

league table ($mm) 2020 – 2021YTD tech IPOs

#1 $4,409

Initial Public Initial Public Initial Public Initial Public Initial Public Initial Public Initial Public Initial Public
Offering Offering Offering Offering Offering Offering Offering Offering

#2 $2,766 US$4,550m US$3,864m US$3,830m US$3,366m US$1,981m US$1,784m $1,386m US$1,224m

March 11, ‘21 September 15, ‘20 December 9, ‘20 December 8, ‘20 June 30, ‘20 January 28th, ‘21 January 12, ‘21 October 27, ‘20
Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner
#3 $2,746

#4 $2,664

#5 $2,662
Initial Public Initial Public Initial Public Initial Public Initial Public Initial Public Initial Public Initial Public
Offering Offering Offering Offering Offering Offering Offering Offering

US$1,314m US$1,104m US$1,075m US$899m US$740m US$704m US$649m TBD

#6 $2,621

September 23, ‘20 December 15, ‘20 June 3, ‘20 December 8, ‘20 October 21, ‘20 August 4, ‘20 February 10, ‘21 On File
Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Joint Bookrunner Active Bookrunner Joint Bookrunner
#7 $2,566

#8 $2,543
Deutsche Bank was the ONLY bank that bookran all of December’s highest profile technology IPOs which has continued into Q1

3 Deutsche Bank
Investment Bank
Source: Company filings, Dealogic
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Deutsche Bank is the unequivocal market and thought leader in the

SPAC sector, an area we have been committed to for over 10 years
SPAC M&A league table since 2010 ($bn)(a) IPO league table since 2010 ($bn)(b)
Announced and completed deSPACs Completed IPOs

54 43 38 34 21 18 15 15 125 91 95 73 48 42 38 43
$116.3
$55.7
$101.0
$34.2
$85.7 $41.8
$80.9

$54.0 $65.1 $63.6 $34.1 $33.5

$24.1
$50.5 $51.5
$32.2 $20.4
$47.9 $17.2 $16.4 $15.8
$57.4 $31.7

$7.5

Deutsche Bank led SPACs have announced and completed some of the most prominent deSPAC transactions since 2020

33.7% 4.3% 5.8% 3.3% 77.6% 54.0% 6.9% 74.4% 36.0%

$0.8 billion equity value

$4.2 billion TEV
DeSPAC acquisition
Announced March 2020
Lead Financial Advisor,
Capital Markets Advisor &
Placement Agent
$8.6 billion TEV $2.5 billion TEV $1.4 billion TEV $2.1 billion TEV $1.7 billion equity value $2.6 billion TEV
$2.3 billion TEV
DeSPAC acquisition
DeSPAC acquisition DeSPAC acquisition DeSPAC acquisition DeSPAC acquisition DeSPAC acquisition DeSPAC acquisition
DeSPAC acquisition
Announced December
Announced February 2021 Announced February 2021 Announced February 2021 Announced February 2021 Announced February 2021 Announced January 2021 Announced January 2021 2020
Lead Financial Advisor, Financial Advisor and Financial Advisor, Capital Lead Financial and Capital Lead Capital Markets Financial Advisor
Financial Advisor, Capital Lead Capital Markets
Capital Markets Advisor Placement Agent Markets Advisor, and Markets Advisor Advisor and Lead
Markets Advisor and Advisor and Lead
& Placement Agent Placement Agent Placement Agent
Placement Agent Placement Agent

60.8% 41.0% 122.5% 78.4% 211.4% 421.8% 58.7% 395.5% 818.3%

$1.8 billion equity value $0.8 billion equity value $1.4 billion equity value $2.9 billion TEV $1.0 billion TEV
DeSPAC acquisition $1.6 billion TEV DeSPAC acquisition $1.0 billion TEV $1.1 billion TEV $2.7 billion TEV
DeSPAC acquisition DeSPAC acquisition DeSPAC acquisition
Announced December DeSPAC acquisition Completed December DeSPAC acquisition DeSPAC acquisition DeSPAC acquisition
Announced December Announced December Completed November
2020 2020 2020 Completed January 2021 2020 2020 Completed October 2020 Completed June 2020 Completed April 2020
Lead Capital Markets Sole Financial Advisor, Financial Advisor, Lead
Capital Markets Advisor & Capital Markets Advisor & Financial Advisor, Capital Capital Markets Advisor Lead Financial Advisor, Lead Capital Markets
Advisor and Lead Private Capital Markets Advisor & Capital Markets Advisor
Placement Agent Placement Agent Markets Advisor & Capital Markets Advisor Advisor
Placement Agent Placement agent & Placement Agent Placement Agent & Placement Agent

Note: Market data as of March 12, 2021, includes IPOs over $100 million.
4 Deutsche Bank
Investment Bank (a)
(b)
Ranked by M&A deal TEV. Announced transactions in dashed boxes.
Ranked by IPO offering volume.
Source: Dealogic, Company Filings
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Deutsche Bank has been able to complete more transactions than its
competitors while maintaining unparalleled performance
Consumer / Digital Renewable Energy Digital Marketplace
Sell-side to a SPAC Sell-side to a SPAC Sell-side to a SPAC
Sell-side to a SPAC Sell-side to a SPAC
$1,447mm equity value $1,105mm equity value Sell-side to a SPAC Sell-side to a SPAC
$706mm equity value $1,148mm equity value
/ $495mm proceeds / $240mm proceeds ~$2.0bn
/ $436mm proceeds ~$1.0bn ~$1.0bn
Completed July 2017 Announced December Announced March 2021 Ongoing
Completed January 2021 Ongoing Ongoing
2020
Sell-side Financial & Sell-side Financial & Capital
Sell-side Financial Sell-side Financial Sell-side Financial Sell-side Financial
Capital Markets Capital Markets Advisor, Markets advisor, Private
& Capital Markets & Capital Markets & Capital Markets & Capital Markets
& Financial Advisor Private Placement Agent Placement Agent
Advisor Advisor Advisor Advisor

Consumer Tech Digital Marketplace Semiconductor Auto Tech Clean Tech Healthcare Tech Electric Vehicle
Sell-side to a SPAC Sell-side to a SPAC Sell-side to a SPAC Sell-side to a SPAC Sell-side to a SPAC Sell-side to a SPAC Sell-side to a SPAC
~$5bn ~$1.5bn ~$1.0bn ~$1.0bn ~$1.5bn ~$1.0bn ~$5.0bn
Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing Ongoing

Sell-side Financial Sell-side Financial Sell-side Financial Sell-side Financial Sell-side Financial Sell-side Financial Sell-side Financial
& Capital Markets & Capital Markets & Capital Markets & Capital Markets & Capital Markets & Capital Markets & Capital Markets
Advisor Advisor Advisor Advisor Advisor Advisor Advisor

Deutsche Bank deSPAC transactions have outperformed competitors in the Deutsche Bank executed the largest volume of left lead deSPAC
public markets meaningfully over the last three years(a) transactions since 2020(b)
Unit performance
Lead left underwriter Deal value ($mm) Deal count Average Median
16 6 10 12 1 Deutsche Bank $36,732.8 10 203.3% 70.6%
Citigroup $16,649.0 5 87.2% 102.3%
Goldman Sachs & Co. $16,463.0 6 104.5% 77.8%
150.4% Cantor Fitzgerald $14,378.9 14 39.4% 38.4%
Credit Suisse $12,662.0 4 81.1% 52.9%
104.5% Cowen & Co. $6,100.3 3 96.9% 114.8%
86.3%
EarlyBird Capital $4,922.8 7 54.8% 61.3%
42.0% Jefferies $3,537.8 7 139.5% 72.9%
UBS $3,321.0 1 716.9% 716.9%
B. Riley FBR $3,159.9 6 30.2% 13.4%
Nomura $1,841.0 1 86.0% 86.0%
BTIG $1,570.0 1 26.4% 26.4%
Barclays $1,097.0 1 58.8% 58.8%
Oppenheimer & Co. $845.0 1 (18.7%) (18.7%)
(94.1%)
Bank of America $706.9 1 12.8% 12.8%
Chardan $553.3 2 51.9% 51.9%
Wells Fargo $337.0 1 (32.8%) (32.8%)

5 Deutsche Bank
Investment Bank
Note:
(a)
(b)
Market data as of March 12, 2021.
Represents the average performance of all completed left-led deSPACs in the last three years based on current trading levels compared to the IPO price
Represents completed deals since 2020 by lead left bookrunner.
Source: Company Filings, Factset
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Nebula Acquisition Corp. completed its $1,080mm
acquisition of Open Lending
Deutsche Bank acted as
financial advisor, capital
markets advisor, and
placement agent to
Nebula
Deutsche Bank also
acted as joint bookrunner
on Nebula’s $275mm
IPO in January 2018
PF capitalization ($mm)
PF shares (mm)
(a)
Total equity value
Plus: Net debt
PF enterprise value
Sources & uses ($mm)(b)
Sources of cash
NEBU cash in trust
PIPE
Debt facility
Total sources
Uses of cash
Cash to balance sheet
Cash to existing
shareholders
Fees and expenses
Total uses
6 Deutsche Bank
Investment Bank (b)
Transaction overview Open Lending overview
– On June 10, 2020, Nebula Acquisition Corp. (“Nebula”) completed its acquisition – Founded in 2006 and headquartered in Austin, TX, Open Lending is a lending
of Open Lending, LLC (“Open Lending”), at a valuation of $1,080mm, enablement platform for the automotive finance market powered by proprietary
representing 7.4x updated 2021E EBITDA (as announced in May 2020) data, advanced decisioning analytics, an innovative insurance structure and
scaled distribution
– Nebula is a $275mm SPAC led by Adam Clammer and Jamie Greene, who
have together served on 20+ public company boards for a combined total of – Enables near-prime consumers to finance their vehicles at more attractive rates
125+ years when compared to traditional lending alternatives, while maintaining a similar
risk profile to the lender as that of a prime borrower
– DB raised a $200mm PIPE prior to deal announcement. True Wind Capital
committed $85mm and an additional PIPE of $115mm was raised from several – Significant opportunity for organic growth, particularly for further penetration into
noteworthy and leading fundamental investors, all at $10.00 per share the OEM space
– 50% of sponsor shares will be deferred into a performance-based earnout, plus – Majority owned by management, with friends and family and Bregal Sagemount
an additional 1.25mm shares, paid out in two tranches at $12.00 and $14.00 / accounting for remaining ownership
share, in addition to seller performance earnout of 22.5mm shares paid out in – 35%+ historical revenue CAGR (2017-2019); 90%+ gross margins; 65%+ 2019
three equal tranches at $12.00, $14.00 and $16.00 / share EBITDA margin
93.5 – Management rolled 70% of existing equity into the new entity – 100%+ net certified loan retention
$935
$145 Revenue model Investment highlights
$1,080
Insurance premium  Substantial, underserved market opportunity with strong secular drivers
Lenders Insurers
$275
Default protection
 Attractive business model with considerable barriers to entry and no
balance sheet risk
$200 1
$170 2
3
 Significant growth opportunities, both near-term and in adjacent markets
$645
 Recession-resilient business model with no loss exposure
$25
$585
 Experienced and visionary management team with deep domain
expertise

$35
Compelling financial profile with highly visible future performance
$645
(a) Based on a $10.00 share price.
Per May Investor Presentation; assumes no redemptions
Source: Company filings, press release
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Open Lending has traded up materially since closing

Open Lending’s stock Trading performance since June 1

has traded up 300%
$45.0 Earnout threshold reached / vested 10,000
since June 1st,
achieving two earnout $40.0
Deal close
thresholds by mid-June, 8,000
$35.0
and has continued its
$30.0 +300% since June 1st
momentum through

Volume (000's)
6,000
2020 and into 2021 $25.0
Price

Trading stats ($m) $20.0

4,000
Share price $40.04 $15.0
FDSO 126.8
$10.0 2,000
Equity value $5,077
Net debt $41 $5.0
EV $5,118
Multiples (x): $0.0 0
EV / Revenue: 1-Jun 2-Jul 3-Aug 3-Sep 5-Oct 5-Nov 7-Dec 7-Jan 8-Feb 12-Mar
2021E 23.9x
LPRO volume Share price
2022E 17.2x
EV / EBITDA:
2021E 35.4x Evolution of EV / EBITDA NTM multiples since announcement(a)
2022E 25.1x
+17.7x

+15.7x 25.1x
+2.0x

9.4x
7.4x

At announcement… At close… Current

7 Deutsche Bank
Investment Bank
Note: Market data as of March 12, 2021.
(a) At announcement and at close multiples based on 2021 EBITDA (FY+2 at the time of the offer). Current multiple based on 2022E EBITDA (FY+2 today)
Source: FactSet, Company information
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Deutsche Bank Financial Technology research coverage

Biography Coverage universe

– Bryan Keane is a Managing Director in Equity
Research at Deutsche Bank covering the
Financial Technology sector

– Bryan joined Deutsche Bank after serving as

the Senior Financial Technology analyst at
Credit Suisse for 4 years
Bryan Keane
US Research
Coverage – Prior to that, Bryan spent time working at
Prudential Equity Group, Volpe Brown
Whelan, and BancBoston Robertson Stephens
& Company

– He began his career at the Franklin Templeton

Group

– Bryan graduated with a B.A. in Political

Economy of Industrial Societies from the
University of California, Berkeley

8 Deutsche Bank
Investment Bank
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Preliminary considerations on Credorax

positioning and valuation

Deutsche Bank
Investment Bank
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Credorax is a unique end-to-end global eCommerce payments and

banking platform, benefitting from significant macro tailwinds

5,000+ 99% 47% Proprietary 20% 25%+

eCommerce share of Net Revenue
eCommerce merchants eCommerce volume Core technology EBITDA margin
total payments in ’26E ’21-’25E CAGR

i. Truly unified i. Global i. Organic

i. Massive, i. Best-in-class i. Attractive
payment eCommerce ii. and M&A
expanding TAM technology financial profile
platform facilitator opportunities

 Large and
expanding global
eCommerce TAM of
~$26tn(a)
 Supported by strong
structural trends,
including:
 ~5bn+ internet
users globally(b)
 ~400m+ SMBs
worldwide(c)
‒ Specific additional
verticals driving
higher growth (eg.
Gaming)
 Fully-integrated  Cross-border  Proprietary core  Cross-sell the full  Sustainable, rapid
platform offering processing technology that can end-to-end platform growth with long
acquiring, banking, capabilities be easily integrated to existing term revenue
PSP services and  Unified, automated merchants growth driven by
 Global banking
global payments global platform with eCommerce
licenses (across  Expansion
gateway technology strong localization penetration
EU, US and Japan) opportunities into
 One-stop-shop to a capabilities new verticals and  Strong operating
 85% cross-border
consolidated  Unique data new geographies leverage, resulting
transactions from
payments and services and in superior
190+ different  New VAS for
settlement service insights profitability and
countries merchants (working
 Superior risk EBITDA margin
capital loans, gifts,
management expansion
loyalty, AR
capabilities management)
‒ 83% cards
 Potential
approval rate
acceleration of
(6.3% above
growth through
industry
M&A
average)

9 Deutsche Bank
Investment Bank
(a) UNCATD report, 2018 (https://unctad.org/system/files/official-document/tn_unctad_ict4d15_en.pdf)
(b) Global Naps – 2019 figures (https://globalnaps.org/issue/small-medium-enterprises-smes/)
(c) Internet World Stats – September 30, 2020 (https://www.internetworldstats.com/stats.htm)
Source: Company filings, Wall Street Research, Deutsche Bank
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Credorax has established itself as a leading player in a

fast-evolving sector

High Credorax competitive advantages

‒ Truly fully-integrated payments platform
PayPal

Paysafe
‒ Next-gen technology
Stripe
Adyen

checkout.com Market leaders

FIS ‒ Global Banking Licenses

Nuvei Contenders
Value chain
integration Payoneer
‒ Strong global localization capabilities
Challengers
Mollie
Stone

Established players
‒ Fast and fully digital onboarding
process

Low

Being upgraded Technology infrastructure Next gen

Circle size indicates company scale

10 Deutsche Bank Source: Company information, Deutsche Bank
Investment Bank
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Multiple avenues for growth in near-term and beyond

Key focus areas Additional growth opportunities

. . . .

1 2 3 4 5

Leverage cross selling Expand into new Vertical expansion Enhance product Disciplined
opportunities geographies offering M&A

 Increase focus on direct  Expand into new  Further penetration in  Develop/add new  Pursue M&A
channel to merchants markets outside of existing verticals products and opportunities to drive
and SMBs Europe (United solutions, including: additional stakeholder
States, Latam, APAC)  Expand into new ‒ BNPL enabler value
verticals ‒ Value-add-services ‒ Geographic
for merchants expansion
‒ Full banking ‒ Product expansion
services ‒ Capabilities
‒ B2B solutions expansion

11 Deutsche Bank
Investment Bank
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Credorax offers the business and financial characteristics of top-tier

payments leaders
TEV / 2022E Revenue

<10.0x 10.0x – 15.0x >15.0x

Business model Non-recurring Re-occuring Recurring

Market position Undifferentiated Key participant Market disruptor

Market and business

TAM <$250m $250m - $1bn >$1bn
positioning

Client base Concentrated / unstable Blend Diversified / stable

Experienced with deep

Management team Key man Average
track record

Scale (revenue) <$50m $50m - $100m >$150m

Net retention <100% 100% - 105% >105%

Financial profile
Revenue growth <20% 20-30% >30%

Rule of 40 <30% 30-50% >50%

Examples

12 Deutsche Bank
Investment Bank Credorax
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Credorax possesses the core attributes of best-in-class

payments leaders
eCommerce payments Omni-channel payments enablers Global processors / acquirers

(a)

’22-’23E Revenue
growth: ~20%
’22E EBITDA
margin: ~30%
2022E 2023E 2022E 2023E 2022E 2023E

EV / Revenue 13.6x 12.0x 16.1x 12.2x 7.5x 6.9x

Revenue Growth 20.9% 21.2% 21.5% 38.7% 36.1% 33.6% 8.4% 7.6% 7.2%

EBITDA margin 46.5% 45.5% 29.4% 32.2% 46.3% 47.2%

 Massive, growing TAM opportunity
 Benefitting from acceleration in
digitization of payments
 More comparable growth profile
 eCommerce enablers
 Differences in profitability within the
group
 eCommerce enablers  Similar merchant acquiring business
model
 Slightly higher growth profile
 European markets presence
 Providing value added services to  Lower growth profile
merchants
 Pure acquirers less integrated into the
value chain / processing platforms
 Combination of payments and software
solution  More mature businesses with higher
profitability
Represents 2021-2023E revenue CAGR

13 Deutsche Bank
Investment Bank Note: Market data as of March 12, 2021, Key financials and valuation metrics correspond to the median of selected companies.
(a) Credorax net revenue calculated as gross revenue minus interchange and 95% of scheme fees. EBITDA adjusted to exclude SBC expense.
Source: Company information, FactSet
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Credorax’s closest peers currently trade at high-single-digit to low-

double-digit revenue multiples
eCommerce payments Omin-channel payments enablers Global processors / acquirers
’22E median: 13.6x ’22E median: 16.1x ’22E median: 7.5x
’23E median: 12.0x ’23E median: 12.2x ’23E median: 6.9x

42.0x

30.3x

20.5x
17.9x
16.3x
15.1x 14.4x
13.6x 14.0x
12.5x 12.0x 12.6x 11.7x
11.6x10.4x 9.9x
9.8x 8.8x 8.1x
7.9x 7.5x 7.0x 7.5x 6.9x
6.3x 6.0x
8.4x 8.3x 7.5x 4.6x 4.3x
6.7x

(c) (d) (e)

(b)
(a)

’22-’23E Revenue growth:

~20% EV / ’22E Revenue
’22E EBITDA margin:
EV / ’23E Revenue
~30%
Represents additional value created since deSPAC transaction announcement

Revenue growth
40% 21% 16% 25% 11% 28% 44% 47% 21% 9% 8% 8% 7% 7%
(’21-’23E CAGR)
EV / ’22E Rev / ’22E Growth 1.0x 0.7x 0.8x 0.4x 1.1x 0.7x 0.4x 0.3x 0.6x 0.9x 0.9x 0.9x 0.9x 0.5x

EV / ’22E EBITDA(f) 67.8x 32.5x 30.3x nm 19.1x nm nm 25.1x 36.0x 17.9x 16.2x 14.9x 14.7x 16.7x

EBITDA margin (2022E) 62% 47% 45% nm 61% 20% nm 57% 39% 49% 46% 50% 43% 27%
Note: Market data as of 3/12/2021.

14 Deutsche Bank
Investment Bank
(a)
(b)
(c)
Credorax net revenue calculated as gross revenue minus interchange and 95% of scheme fees. EBITDA adjusted to exclude SBC expense.
Multiple based on net revenue; net revenue estimates assuming 37% transaction fees.
2023 multiples based on 2023 DB estimates that apply 2022 revenue growth and EBITDA margin assumptions.
(d) Multiple based on net revenue; net revenue estimates assuming 35.9% transaction fees.
(e) Multiple based on net revenue; net revenue estimates from Wall Street research.
(f) EV / ’22E EBITDA multiples >100.0x and less than 0.0x displayed as nm.
Source: Company information, FactSet
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Growth is the primary valuation driver for online payments providers

45.0x Implied EV / 2022

Growth
revenue multiple
10% 7.9x
40.0x 15% 10.6x
20% 13.4x 62%
25% 16.1x
35.0x 30% 18.9x

Regression analysis
30.0x
y = 55.031x + 2.3709
R² = 0.6323
20%
EV / 2022 Revenue

25.0x

20.0x 47%

45%

15.0x 61%
nm
49%
50%
10.0x 39%
43%

5.0x nm
46%

27%
0.0x
0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0%
'21-'23E Revenue CAGR
Represents 2022E EBITDA margin

15 Deutsche Bank
Investment Bank
Note: Market data as of March 12, 2021. Analysis includes ADYEN-NL, PYPL, FTOC, NVEI-CA, BFT, SQ, LSPD-CA, FIS, FISV, NEXI-IT, WLN-FR, GPN, V, MA, GDOT, EVTC,
FLT, EDEN-FR, WEX, APT-AU, WU, MGI, CATM, AFRM. Excludes STNE.
Source: Company information, FactSet
81nidZpGqzkSDMpD

Credorax deserves a high single digit EV / ’23E trading revenue multiple

Analysis at various prices

Credorax’s financial
metrics and positioning Enterprise value ($m) Metric(a) $800 $900 $1,000 $1,100 $1,200 $1,300 $1,400 $1,500
would support a 8.5x –
11.5x ’23E trading
Implied EV / ’22E Revenue $96 8.4x 9.4x 10.5x 11.5x 12.5x 13.6x 14.6x 15.7x
revenue multiple,
dependent on the Implied EV / ’23E Revenue $116 6.9x 7.8x 8.6x 9.5x 10.4x 11.2x 12.1x 13.0x
growth trajectory and
profitability started in Implied EV / ’22E EBITDA $28 28.1x 31.6x 35.1x 38.6x 42.1x 45.7x 49.2x 52.7x
early 2021
Core trading comparables
A potential valuation of
the SPAC transaction
would imply a certain Public comparables
discount to this value (EV / ‘22E revenue)
and could be closer to
~8x ‘22E revenue, more
in line with the deSPAC
of Payoneer and Public comparables
Paysafe, and high- (EV / ‘23E revenue)
growth payments
precedent transactions

~8.0x 8.3x at announcement

Transaction comparables
(EV / NTM revenue) 7.9x(b) 8.4x at announcement

22.5x (retail business)

Transaction comparables
(EV / NTM EBITDA)
19.8x

Note: Market data as of 3/12/2021.

16 Deutsche Bank
Investment Bank
(a) Credorax net revenue calculated as gross revenue minus interchange and 95% of scheme fees. EBITDA adjusted to exclude SBC expense.
(b) NTM revenue is calculated as 2020 revenue and converted from PLN to EUR at 0.217 exchange rate.
Source: Company information, FactSet, Wall Street research, Deutsche Bank estimates
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Evaluating the SPAC opportunity

Deutsche Bank
Investment Bank
81nidZpGqzkSDMpD

Why a SPAC could provide an attractive opportunity for Credorax?

‒ In 2020, 248 SPAC IPOs have raised in excess of US$83bn and 2021 has already seen 53 completed SPAC IPOs,
SPAC market raising $14.7bn of proceeds and 78 SPACS on file with the SEC
momentum ‒ Currently 288 SPACs outstanding with ~US$86bn of dry-powder creating significant buyside motivation

‒ More flexible formal marketing process provides the opportunity to communicate the story to buyers better
Marketing acceleration
‒ Ability to market off of projections gives investor the ability not only to get comfortable with historical, but also
of growth incorporate additional growth / upside in the business plan into their valuation

‒ Credorax is currently at the right scale to garner significant public market interest and liquidity
Right business scale following transaction close

Upfront liquidity ‒ Ability to raise PIPE proceeds concurrent with SPAC combination in addition to SPAC cash-in-trust

‒ Efficient and expeditious process in ~3 months

Fast process ‒ 3-5 week upfront diligence valuation & documentation work before announcement
‒ 2-3 month SEC review period and marketing prior to transaction close

‒ Ability to confidentially pre-market a transaction prior to formal public announcement (‘testing-the-waters’),

De-risked transaction providing real-time feedback on investment case and valuation
process ‒ Upfront certainty on deal structure and valuation at time of SPAC combination public announcement
‒ PIPE investor participation from top tier mutual funds provides credibility and momentum to overall transaction

17 Deutsche Bank
Investment Bank
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SPAC IPO volumes and M&A activity have dramatically increased in

recent years
SPAC IPO volume ($bn) SPAC M&A volume ($bn)
2014 2015 2016 2017 2018 2019 2020 YTD Number of 17
4 10 9 13 22 28 66
completed deals:
# of
12 20 13 34 46 59 248 252 $221.8
IPOs $225.0
Overall $200.0

SPAC M&A volume ($bn)

market
Total $175.0 $149.7
$1.8 $3.9 $3.5 $10.0 $10.7 $13.6 $83.3 $80.8 $150.0
volume
$125.0 $183.1
$60.0
$100.0
# of $75.0
4 6 4 7 4 9 24 25
IPOs $50.0 $24.6 $89.7
$16.8 $21.2
Deutsche $25.0 $4.2 $6.6
$0.6 $38.8
Bank
$0.0
Total 2014 2015 2016 2017 2018 2019 2020 YTD
$0.9 $2.2 $1.4 $3.7 $1.3 $2.8 $10.1 $9.6
volume
Completed Announced

SPAC IPO volume ($bn) Outstanding SPAC ‘dry powder’ ($bn)

Number
of IPOs: 12 20 13 34 46 59 248 252
$129
$150.0 $136.3
Aggregate SPAC IPO volume ($bn)

$125.0
$55.4 $74
$100.0
$83.3
$75.0 $48

$50.0
$26
$80.9 $18 $20 $21 $22 $21
$16 $17 $16
$25.0 $13.6 $10 $11 $11 $13
$10.0 $10.7
$1.8 $3.9 $3.5
$0.0
Q2'17

Q3'17

Q4'17

Q1'18

Q2'18

Q3'18

Q4'18

Q1'19

Q2'19

Q3'19

Q4'19

Q1'20

Q2'20

Q3'20

Q4'20

Current
2014 2015 2016 2017 2018 2019 2020 YTD
$7.2
Completed On file

18 Deutsche Bank
Investment Bank
Note: Data as of March 2021.
Source: Company data
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The SPAC market continues to set all-time records with significant

activity in the FinTech sector
Recent FinTech deSPAC transactions Universe of high-quality outstanding SPACs pursuing FinTech assets(a)

Completion / Deal size Offering size Offering Warrant Acquisition

SPAC Target Ann. date ($mm) Company ($mm) date coverage deadline
Austerlitz Acquisition Corporation II $1,380 2/26/2021 1/4 Feb-23
12/7/2020(b) $9,000 Ares Acquisition Corp. 1,000 2/2/2021 1/5 Feb-23
Thoma Bravo Advantage 1,000 1/15/2021 -- Jan-23
Social Capital FTAC Hera Acquisition Corp. 852 3/4/2021 1/4 Mar-23
1/7/2021(b) 8,651(c) Ajax I 850 10/28/2020 1/4 Oct-22
Hedosophia V Gores Guggenheim, Inc. 750 On File 1/5 --
Austerlitz Acquisition Corporation I 690 2/26/2021 1/4 Feb-23
1/25/2021(b) 7,300 SVF Investment Corp. 604 1/8/2021 1/5 Jan-23
Far Peak Acquisition Corp. 600 12/3/2020 1/3 Dec-22
TWC Tech Holdings II Corp. 600 9/11/2020 1/3 Sep-22
Z
3/4/2021(b) 5,057 Hudson Executive Investment Corp. III 600 2/24/2021 1/5 Feb-23
Vy Global Growth 575 10/2/2020 1/5 Oct-22
Northern Star 2/22/2021(b) 4,662 Horizon Acquisition Corporation 544 8/21/2020 1/3 Aug-22
Investment Corp. II Trebia Acquisitions Corp. 518 6/17/2020 1/3 Jun-22
Guggenheim Special Purpose Acquisition Corp. I 500 On File 1/3 --
2/3/2021(b) 3,271 Fusion Acquisition Corp. II 500 2/26/2021 1/3 Feb-23
Gores Technology Partners II 460 3/12/2021 1/5 Mar-23
Vector Acquisition Corp. II 450 3/10/2021 -- Mar-23
3/2/2021(b) 3,030 TPG Pace Tech Opportunities II Corp. 450 On File -- --
FTAC Zeus Acquisition Corp. 440 On File 1/4 --
Far Point Thunder Bridge Capital Partners III Inc. 414 2/5/2021 1/5 Feb-23
8/24/2020 2,550 JOFF Fintech Acquisition Corp. 414 2/5/2021 1/3 Feb-23
Acquisition Corp. Motive Capital Corp. 414 12/11/2020 1/3 Dec-22
Ribbit LEAP, Ltd. 403 9/11/2020 1/5 Sep-22
2/12/2021(b) 2,362 Fortress Capital Acquisition Corp. 400 1/13/2021 1/5 Jan-23
Independence Holdings Corp. 400 3/9/2021 1/5 Mar-23
TPG Pace Beneficial II Corp. 350 On File -- --
10/16/2020 1,300
ScION Tech Growth II 345 2/10/2021 1/3 Feb-23
Freedom Acquisition I Corp. 345 2/26/2021 1/4 Feb-23
1/12/2021 1,293 Bridgetown 2 Holdings Limited 300 1/26/2021 -- Jan-23
FinServ Acquisition Corp. II 300 2/18/2021 1/4 Feb-23
SVF Investment Corp. 3 280 3/9/2021 -- Mar-23
6/10/2020 1,080 Gores Technology Partners 275 3/12/2021 1/5 Mar-23
InterPrivate III Financial Partners Inc. 259 3/5/2021 1/4 Mar-23
East Stone VPC Impact Acquisition Holdings II 256 3/5/2021 1/4 Mar-23
2/18/2021(b) 1,000 VPC Impact Acquisition Holdings III 254 3/5/2021 1/4 Mar-23
Acquisition Corp. SilverSPAC Inc. 250 On File 1/3 --
Hudson Executive Investment Corp. II 250 1/26/2021 1/4 Jan-23
12/18/2020(b) 993 FTAC Athena Acquisition Corp. 250 2/23/2021 1/4 Feb-23
TPG Pace Solutions Corp. 250 On File -- --
2/10/2021(b) 909 FTAC Parnassus Acquisition Corp. 250 3/12/2021 1/4 Mar-23
Feb-23
Velocity Acquisition Corp. 230 2/23/2021 1/3
FG New America Acquisition II Corp. 225 On File 1/3 --
11/10/2020 674 FinTech Acquisition Corp. VI 220 On File 1/4 --
Lefteris Acquisition Corp. 207 10/21/2020 1/3 Oct-22
FinTech Evolution Acquisition Group 200 3/2/2021 1/3 Mar-23
SVF Investment Corp. 2 200 3/9/2021 -- Mar-23
Total: $21,269

19 Deutsche Bank
Investment Bank
Note: DeSPAC acquisitions sorted by deal size. Outstanding SPACs sorted by SPAC IPO size.
(a)
(b)
Includes SPACs with warrant coverage of 1/3 or lower
Represents announcement date (deal not yet closed)
(c) Represents equity value, as TEV not disclosed
Source: Company information, SEC filings
81nidZpGqzkSDMpD

Best-in-class potential SPAC partners for Credorax

Gores Technology FTAC Athena Hudson Executive VPC Impact Acquisition
Partners Acquisition Corp. Investment Corp. II Holdings II

The Gores Group – Alec Betsy Cohen & Daniel Victory Park Capital
Sponsor Hudson Executive Capital Mark Casady
Gores Cohen Advisors

Offering size $275mm $250mm $250mm $225mm $207mm

Offering date 3/12/2021 2/23/2021 1/26/2021 3/5/2021 10/21/2020

Warrant
1/5 1/4 1/4 1/4 1/3
coverage

Target focus Tech FinTech Tech FinTech FinTech

Acquisition
Mar-23 Feb-23 Jan-23 Mar-23 Oct-22
deadline
‒ Serial SPAC issuer ‒ Serial SPAC issuer ‒ Well-recognized and ‒ SPAC dedicated to ‒ Run by Karl Roesner,
‒ Recently recruited 2 ‒ Most experienced in sophisticated FinTech European opportunities former CEO of eTrade
SoftBank executives to payments with Paya, investors ‒ Successful recent SPAC ‒ Can add
invest in FinTech (Ted Payoneer and ‒ Experience running large transaction with crypto value/customers in online
Fike & Justin Wilson) Cardconnect deSPACs international payment platform Bakkt (customer trading segment
Rationale businesses: Doug opportunity)
‒ Ted Fike ran strategy for ‒ Just announced eToro ‒ Mark Cassidy founder of
AirBnB Israeli transaction Braunstein was COO ‒ Victory Park has world- Vestigo Ventures brings
JPMorgan and Doug class experience in additional fintech
Bergeron was CEO FinTech experience
Verifone
‒ DB raised all 10 Gores ‒ Regular dialogue with ‒ Consistent dialogue on ‒ DB close to one of the ‒ Regular buyside idea
SPACs both Betsy and Daniel potential targets board members Kai generation dialogue
Deutsche Cohen over many years Schmitz
‒ Regular FinTech idea ‒ Hudson Executives is ‒ 4 calls since beginning of
Bank
generation calls one of the largest ‒ Regular dialogue with the year
connectivity
shareholders of DB Managing Partner
Gordon Watson

20 Deutsche Bank
Investment Bank
Source: Company information, SEC filings
81nidZpGqzkSDMpD

Key economic and negotiating elements to consider in a

SPAC transaction

‒ Fully distributed valuation: valuation of the business having seasoned past IPO
Valuation ‒ IPO valuation: fully distributed valuation net of the IPO discount
‒ Purchase valuation: the valuation realized by the seller net of the sponsor promote

‒ DB recommends raising a PIPE incremental to the SPAC cash in trust

PIPE
‒ PIPE allows for an elongated marketing process, momentum behind leading investors, validation of valuation, and a known quantum of
minimum proceeds at the time of signing the merger agreement
‒ Pipe size typically 0.5x to 2.0x the size of the SPAC

‒ The SPAC Sponsor receives ‘promote’ shares, which is equivalent to 20% of the pro forma SPAC entity
Sponsor
promote
‒ The seller must bear the burden of the Sponsor promote, which represents the primary source of dilution to the seller
‒ The Sponsor promote is entirely negotiable, and can be deferred into an earnout or forfeited outright

‒ Each unit sold in a SPAC IPO consists of 1 common share and a fraction of one warrant, exercisable for a share of the PF
company
Warrants
‒ This represents a source of potential dilution to the existing shareholders down the line as the company trades up
‒ The warrant coverage varies between SPACs, typically with higher-quality sponsors having a lower warrant coverage

‒ Each SPAC investor has a right to redeem his / her share at the time of the business combination vote for a
pro rata portion of trust
Redemptions ‒ The number of redemptions will impact the amount of cash that the SPAC will ultimately provide
‒ This can be off-set by structuring a minimum cash threshold that allows the seller to walk away from the
transaction

21 Deutsche Bank
Investment Bank
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Credorax illustrative transaction framework

Illustrative $1,000 million fully-distributed TEV
($mm, except per share data)

Transaction assumptions Cash sources & uses Enterprise value to equity value bridge

SPAC size $250 Sources ($mm) Fully distributed enterprise value $1,000 C

SPAC price per share $10.00 SPAC cash in trust $250

Plus: PF net cash $250
SPAC shares (mm) 25.0
PIPE investor cash $100 Fully distributed equity value $1,250
SPAC warrants (mm)(a) 8.3 Per share(c) $11.00
Total sources $350

SPAC promote shares (mm) 6.3 Less: 10% IPO discount ($114)
Uses ($mm)
PIPE size $100 Equity value @ IPO $1,136
Cash to balance sheet $250
PIPE shares (mm) 10.0 Per share(c) $10.00
Cash to selling shareholders $70
Less: PF net cash ($250)
IPO discount 10%
Transaction expenses(b) $30

Existing net debt $102 Total uses $350 B

Enterprise value @ IPO $886

Transaction expenses(b) $30 Pro forma ownership

Less: sponsor promote ($63)
2022E Revenue $96 Illustrative ownership breakdown

Less: transaction expenses(b) ($30)

(mm) PF Shares Ownership
Multiple evolution (TEV / 2022E Revenue)
SPAC shareholders 25.0 22.0%
Purchase enterprise value $794 A
9.3x 10.5x
8.3x Seller rollover 72.4 63.7%

PIPE shareholders 10.0 8.8% Less: existing net debt ($0)

Purchase multiple Fully-diluted TEV / Assumed public
($794mm) 2023E Revenue trading multiple SPAC sponsor 6.3 5.5%
($886mm) ($1,000mm) Purchase equity value $794
Total shares outstanding 113.6 100%
A B C

(a) Units consist of 1 share and 1/3 warrants.

22 Deutsche Bank
Investment Bank
(b) Deal expenses include deferred UW fee, PIPE fee & other legal, professional and advisory fees.
(c) Assumes pro forma shares outstanding of 113.6mm.
Source: Management
81nidZpGqzkSDMpD

Overview of indicative SPAC process for Credorax

We recommend a swift process with ~3-5 parties to secure best alignment to Credorax’s identity and ambitions
(see next page for timing considerations)

A B C D E F G
Preparation Outreach Diligence period LOI negotiations Exclusivity period Sign / Announce Close SPAC
/ PIPE process transaction transaction
(3-5 weeks) (1+ weeks) (3-4 weeks) (2 weeks) (4-6 weeks)

− Develop business − Determine select − Once interest − Upon receipt of LOI − SPAC and − Execute the − Upon finalizing
overview and group of 3-5 SPACs emerges, execute / SPAC term sheet Credorax will work SPAC/Credorax regulatory,
diligence materials, best positioned NDA’s with markups, negotiate together as partners merger agreement shareholder vote
including interested parties terms with desired to develop the will be held and
− Introductory banker
− Teaser (short counterparties public narrative and SPAC transaction
calls with − Provide
deck) create PIPE will close
educational style management − Execute LOI and
− Management marketing materials
teaser, presenting meetings to initiate enter into exclusivity
presentation opportunity in full diligence and begin with one − Hold discussions
(longer deck) to evaluate fit counterparty with key anchor
− Limit appearance of
− Company (utilize ~30 page PIPE investors
formal process, − Seek mutual
forecast model deck)
stress SPAC only exclusivity with − Re-affirm value
− Dataroom outreach to − Additional SPAC as key term post PIPE investor
− Draft SPAC term maximize information discussions
sheet engagement provided and follow-
− Determine final
− Valuation up calls held
PIPE size based
− PIPE size − Request LOI with on interest
− Use of proceeds markup of SPAC
− Negotiate merger
/ pro forma term sheet
agreement / PIPE
capital position documentation
− Contis deal
− Closing
conditions (Min
cash)
− Governance /
Board
− Exclusivity
− Draft merger
agreement

23 Deutsche Bank
Investment Bank
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Indicative timeline
2021
March April May June July …

15/03 22/03 29/03 5/4 12/4 19/4 26/4 3/5 10/5 17/5 24/5 31/5 7/6 14/6 21/6 28/6 5/7 12/7 19/7 …

Weeks 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 …

A Preparation
Distribute materials
B SPAC
outreach
C Management
Presentation
D First round bids /
Diligence Term sheet markup

No-name investor price

Negotiate LoI
discussions
Investor Mutual
discussions
Execute LoI., mutual exclusivity begins
E Final diligence F
Initial exclusivity period Re-affirm value
– Wall crossed Second exclusivity period Sign /
investor discussions announce
– Final diligence
– Finalise commercial – Size the PIPE
diligence
– Execute legal docs
– Meet with PIPE
investors
– Re-affirm value

SPAC
Regulatory approval approval

(shareholders vote)

G SPAC
closing

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Investment Bank
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Key workstreams moving forward

Description

‒ Call to review initial list of key priority diligence items

1 DB diligence
‒ Organize company diligence call for business update and Q&A

‒ Work to develop buyer version of model

2 Buyer model
‒ Organize company diligence call for business update and Q&A

‒ Approximately 10 pages; no NDA required; high-level summary

3 Banker book / extended profile
‒ Presented by Deutsche Bank during buyer screening phase; no management present

Fireside chat / Short-form ‒ Approximately 20 pages presented by management

4
management presentation ‒ Post NDA management meetings with pre-qualified parties

‒ Agree and finalize agreement with VDR vendor

5 Dataroom ‒ Working team coordination for document collection and upload
‒ SPAC/Buyer Q&A process to be managed by DB via dataroom / diligence tracker in coordination with Credorax VDR working team

‒ 35-45 page presentation for use in PIPE investor meetings

6 PIPE Investor Deck
‒ Credorax management to present to wall crossed investors under NDA

7 Third party reports ‒ To discuss preparation of QoE; other consulting reports

PCAOB Audits (Public Co.

8 ‒ Company auditor with coordination with a transaction advisory team & SPAC Prep team
Accounting Readiness)

‒ Fully distributed value, purchase value, S&U

9 SPAC Term Sheet ‒ Governance (board seats)
‒ Promote/Warrants detail, Min cash requirement, PIPE size, Proceeds waterfall (potentially)

25 Deutsche Bank
Investment Bank