No Offer or Solicitation
This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale, or exchange would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
Certain statements included in this Report are not historical facts but are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or SWAGs or Nogins future financial or operating performance. In some cases, you can
identify forward-looking statements by terminology such as may, should, would, seem, expect, intend, will, estimate, anticipate,
believe, future, predict, potential or continue, or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement
is not forward looking. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by SWAG and its management, and
Nogin and its management, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of SWAG.
Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any
subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted against SWAG, the combined company or others following the announcement of the Business Combination and
any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of SWAG, to obtain financing to complete the Business Combination or to satisfy
other conditions to closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business
Combination; (5) the risk that SWAG, Nogin and certain other parties to the Business Combination and related transactions (collectively, the Transactions) may amend one or more agreements applicable to the Transactions prior to the
closing of the Transactions, and/or that the Transactions may not be completed in a timely manner, in the amount described herein or at all; (6) the ability to meet stock exchange listing standards following the consummation of the Business
Combination; (7) the risk that the Business Combination disrupts current plans and operations of Nogin as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of
the Business Combination, 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 management and key
employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the possibility that Nogin or the combined company may be adversely affected by other economic, business, and/or
competitive factors; (12) inaccuracies for any reason in the estimates of expenses and profitability and projected financial information for Nogin; and (13) other risks and uncertainties set forth in the section entitled Risk
Factors and Cautionary Note Regarding Forward Looking Statements in SWAGs (i) Annual Report on Form 10-K for the year ended December 31, 2021, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, (iii) definitive proxy statement/prospectus filed with the SEC on July 27, 2022, and (iv) other documents filed by SWAG from time to
time with the SEC.
Nothing in this Report should be regarded as a representation by any person that the forward-looking statements set
forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward looking statements, which speak only as of the date they are made. Neither SWAG
nor Nogin undertakes any duty to update these forward-looking statements.