INVESTOR PRESENTATION
June 2021

Disclaimer
This confidential presentation (the “presentation”) is being delivered to you by Embark Trucks, Inc. (“Embark”) and Northern Genesis Acquisition Corp. II (“SPAC” or “Northern Genesis II”) in connection with its potential business combination of Embark and SPAC and the offering of the securities ofthe post-business combination company (“Combined Co”) in a private placement (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 Embark or Combined Co. Any
reproduction or distribution of this presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Embark is prohibited. By accepting this presentation, each recipient and its directors, partners, officers, employees, attorney(s), agents and representatives (collectively,
the “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 ofsuch copies.
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 or approval in any jurisdiction in connection with the proposed businesscombination, 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 jurisdiction. 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.
No Representations and Warranties
This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to Embark or Combined Co. 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 financial investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Embark, SPAC or any of their respective affiliates, directors, officers, employees or advisers or any otherperson as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this presentation or in 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 and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges
and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Embark and SPAC disclaim any duty to update the information contained in this presentation.
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 1995. Embark’s and Combined Co’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, Embark’s and SPAC’s expectations with respect to future performance. These forward-looking statements also involve significant risks and uncertainties that could cause the actual results to differ
materially from the expected results. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted in connection with any proposed business combination; (2) the inability to complete any proposed business combination; (3)delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete any business combination; (4) the risk that any proposed business combination disrupts current plans and operations; (5) the inability torecognize the anticipated benefits of any proposed 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 key employees; (6)costs related to the any proposed business combination; (7) changes in the applicable laws or regulations; (8) the possibility that Embark or Combined Co 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 separately provided to you and indicated from time to time described in filings and potential filings by Embark, SPAC and Combined Co with the U.S. Securities and Exchange Commission. Embark and SPAC 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. Embark and SPAC undertake no obligation to and accepts no 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.
Industry, Market Data and Partnerships
In this presentation, Embark and SPAC rely on and refers to certain information and statistics regarding the markets and industries in which Embark competes. Such information and statistics are based on management’s estimates and/or obtained from third-party sources, including reports bymarket research firms and company filings. While Embark and SPAC believe such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. Embark and SPAC have not independently verified the accuracy or completeness of theinformation provided by the third-party sources.
This Presentation contains descriptions of certain key business partnerships with Embark. These descriptions are based on the Embark management team’s discussion with such counterparties, certain non-binding written agreements and the latest available information and estimates as of thedate of this Presentation. These descriptions are subject to negotiation and execution of definitive agreements with certain of such counterparties which have not been completed as of the date of this Presentation.
Trademarks
This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and Embark’s and SPAC’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service
marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, © or ® symbols, but Embark, SPAC and their affiliates will assert, to the fullest extent under applicable law,
the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.
Projections
The presentation contains projected financial information with respect to the combined business of Embark and SPAC, including revenue and gross profit for 2024-2027. Such projected financial information constitutes forward-looking information, is for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual
results to differ materially from those contained in the projected financial information. See “Forward Looking Statements” paragraph above. Actual results may differ materially from the results contemplated by the projected financial information contained in the presentation, and the inclusion ofsuch information in the presentation should not be regarded as a representation by Embark or SPAC that the results reflected in such projections will be achieved. The auditors of Embark have not audited, reviewed, compiled, or performed any procedures with respect to the projections for the
purpose of their inclusion in the presentation, and, accordingly, have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of the presentation.
Private Placement
The securities to which this presentation relates have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. This presentation relates to securities that Embark would intend to offer in reliance on exemptions from theregistration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any ofthese authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense.

2

Founder and CEO With Extensive
Robotics Experience…
Robotics
World
Champion

Built first selfdriving vehicle
in Canada

YCombinator
W16

Thiel Fellow

Built 11
Robotics
Platforms… And a Powerful Vision for the Future
To build a world where consumers pay less for the things
they need, drivers stay closer to the homes they cherish, androads are safer for the people we love.
3

Today’s Presenters
Alex Rodrigues
Co-Founder and CEO of Embark

Richard Hawwa
CFO of Embark

Ian Robertson
Director and CEO of NG II

4

Northern Genesis Acquisition Corp. II
Equipped to Help Accelerate Embark’s Growth
Northern Genesis II Overview

Northern Genesis II – Embark Transaction• Northern Genesis Acquisition Corp. II (“NGII”) is an NYSE listed SPAC that• Industry disrupting cost savings and proven technology combine to make Embark
a tangible, executable business proposition

priced its $414M IPO on 1/12/2021• Embark story brings strong ESG alignment with:• Environmental benefits from improved fuel economy• Social benefits of safer roads for the travelling public and Improved driverworking conditions• An “operator-backed” SPAC whose management team founded and built

Algonquin Power & Utilities Corp to a $12B NYSE listed renewable energy
and utility company included in the TSX60 index• NGII’s management team has significant experience in relevant areas:• $414M in trust to be augmented by $200M PIPE supported by:• Follow-on investments from Sequoia Capital and Tiger Global• Participation by Northern Genesis management group• Significant commitment from KnightSwift – nation’s largest trucking carrier• Energy industry disruption through renewable power generation• Deep understanding of infrastructure and logistics• Participation in the mobility evolution through Lion Electric electric vehicles

The Lion Electric Transaction was Well Received
 Center of truck and bus fleet

electrification movement
 Six million miles driven by 300

all-electric fleet
 Proprietary technology createdfrom 10 years of R&D

350%
290%
230%
170%
110%

NGA
+86(2)

50%(10%)
Aug-20“It’s not just a question of price or speed to market, the people you
will partner with are essential… When Ian called I already knew
who he was because of what he had done [with Algonquin]. I was
speaking with another entrepreneur who had previously gone
public with his company and brought it to a market value of over
$10 billion.”

Marc Bedard (Lion Electric CEO)Oct-20Nov-20Jan-21

Mar-21

Apr-21

Source: Bloomberg(1) Across equity, debt and preferred share transactions over period of management tenure at AQN and Riverstone(2) Over 05/06/2021 (Lion Electric closing date) from 8/17/2020 (pricing date) and includes a ½ warrant

5OverviewEmbark is an AV SaaS
Company Focused on Trucking
Embark’s Business Model Offers Meaningful Operational
Savings and Collaborates Rather than Competes with Carriers
Embark partners with carriers (andprivate fleets), who pay a per-mile
subscription fee for Embark’s
software

Guardian - Embark’s cloud-based
dispatch and monitoring solution provides seamless oversight andintegration for carriers

Carriers purchase trucks equippedwith compatible hardware directlyfrom truck manufacturers

Platform-agnostic Embark Universal
Interface (EUI) technology makes it
easy for OEMs to provide
compatible hardware as a factory
optionSelf-driving between highwayadjacent points on Embark
coverage map

Moving freight today on proof ofconcept fleet (with safety drivers).
Targeting driver-out in 2023 andcommercial scale in 2024
7

2016

is theLongest-Running
Self Driving Truck
Program(1)FoundedCoast-to-Coast

Industry First

Completed the first autonomous truck coast-to-coast drive

2017

Execution
First to bring shipper and carrier together to execute transfer point
operation

100,000 Miles

Industry First

Crossed 100,000 miles

2018

L.A. to Phoenix
Completed first fully autonomous run from L.A. to Phoenix with 0interventions

Transfer Point

Industry First

Opened the world’s first transfer point in Los Angeles & Phoenix

2019
Fortune 500
Moving freight for Fortune 500 companies

2020

Embark Guardian
Built Embark Guardian as an important step towards commercialization

Embark Partner Development ProgramToday

Launched Partner Program with HP, AB InBev, Werner + 2 more top 25
truckload carriers

Carrier Network Assessments
Conducted network assessment for 8 Fortune 500 companies to plan theconversion of billions in existing freight to autonomous(1)

Based on regular road-testing of self-driving truck
technology on public roads in America

8Embark ’s Deep Team Has Industry Leading Experience
Engineering Leaders

Business LeadersAlex Rodrigues

Richard Hawwa

Mike Reid

Brandon Moak

Somudro Gupta

Ajith Dasari

Gilbran Alvarez

Mark Liu

Co-Founder & CEO

CFO

COO

Co-Founder & CTO

Head of Autonomous
Vehicle Engineering

Head of Hardware
Platform Engineering

Machine Learning andPerception

Behavior Planning

Sid Venkatesan

Payal
Maheshwari

Jonny Morris

Grady Williams

Erik Ward

Kamil Saigol

David Devore

Hing Wong

Public Policy

Vision Map Fusion

Motion Planning andPrediction

Trajectory Generation

Mechanical Engineering

Systems Engineering

CLO

PeopleGuided by World-Class Team of Directors
Matthew Ocko

Patrick Grady

Elaine Chao

Co-Managing Partner

Partner, Head of U.S. Growth Investing

Former Secretary of Transportation
Former Secretary of Labor

9

Embark is Focused on Building theBest Self-Driving Software
High-Level Architecture
Active Learning
Sensors

Detection

FusionPrediction/Behavior
Planning

Control

Truck Interface

CamerasDeep Learning
Segmentation

Object Fusion

Prediction and
Planning

Trajectory
Generation

Throttle

LiDARsDeep Learning
Bounding Boxes

Vision Map Fusion

Trajectory Planning

Control

Steering Wheel

Radars

Map Localization

Brakes10

Proprietary Active Learning System Drives Rapid Improvements
Using Real World Situations To Rapidly Improve Performance
Active Learning

Model Training

Edge Cases
Irregular Objects

Deployed Model /Data Gathering

Valuable Data

Selection Engine

Irregular Conditions•

Finding and solving edge cases is critical to the deployment of safe self-driving•

Our Active Learning pipeline is fed by uploading fleet data to our cloud-based selection engine•

The selection engine identifies edge cases by uniformly sampling and analyzing detection
uncertainty for object existence, class and position across multiple permutations of the deployedmodel, culminating with a rank order of relative data value•

With the most valuable data automatically identified, we can focus our labeling and training
efforts to provide the quickest, most effective feedback loop for the Embark Driver – resulting inconstantly improving performance11

Vision Map Fusion & Scene
Understanding Enable Robustness
Moving Beyond Brittle, Map-Centric Approaches
Vision Map Fusion•

Using proprietary techniques, Vision Map Fusion uses a non-linear optimization approach to fuse
local vehicle poses with global map geometry in real-time, enabling on-the-fly map corrections•

Making map corrections in real-time allows for dramatically improved accuracy and robustness ofnear-field lane geometry estimation, while also unifying the corrected near-field topology with the farfield map to create a static scene used in downstream operations•

Our approach is designed to be less map reliant and more capable of handling the constantly
changing road environment•

By correcting map errors on the fly, Vision Map Fusion can facilitate safer, more scalable, and more
efficient operations compared to alternative map-centric approaches

Grady Williams•

PhD Robotics from Georgia Tech•

Creator of MPPI (Model Predictive Path Integral) algorithm•

Widely cited in vehicle control, robotics and other research

12Interactive Planning with Data
Driven Predictions
60 Second, Interaction-Aware Prediction Horizon Unlocks
Optimal Behavior in Challenging Driving Scenarios
Intelligent Adaptive Prediction•

Data driven modeling enables the Embark Driver to predict the actions of other road users•

Each new observation of a road user improves the system’s ability to predict that road user’s intent•

Allowing the Embark Driver to understand if a vehicle intends to yield the right-of-way or close an
identified gap

95 Meters

Simulating Up To 1200 Scenarios Each Second•

Each scenario simulates the actions and interactions of the truck and other relevant vehicles in theenvironment•

Based on the observed and predicted actions of the other road users The Embark Driver generates a 60
second planning horizon, analyzing relevant actors and available trajectories•

The plan best fitting multiple criteria including safety, comfort, and route preference is selected and isintended to match a human driver under challenging circumstances

Erik Ward•

PhD Research on Interaction Aware Planning for Self-Driving•

KTH Royal Institute of Technology•

Scania Self-Driving Truck Research1313

Our Emphasis on Safety
Embark Has Driven More Miles Without a DOT Reportable Incident Than
Any Other Self-Driving Truck Player(1)Hardware

Software•ODD driven
requirements development•

Comprehensive testing• Unit tests• Scenario-based simulation• Closed-course•

Truck-centric hazard analysis•

Exhaustive benchtop andintegrated on-road testingOver 1 million realworld miles driven withouta DOT reportable safetyincident

Operational•

Highly trained teamperforming all testing•Continuous
fleet monitoring•

Strict field safety incident
response protocols• Monitored on-road

14(1) Based on the latest data reported to FMCSA.

Embark ’s Technology is Expected to Drive Significant
Value for Carriers
Three Factors Driving Carrier Adoption
1

Expected to Provide Compelling Economics
for Carriers(1)2Expected to Improve Competitiveness for
Shippers•

Improved Sustainability: Up to a 10% increase in fuel efficiency permile, driving a reduction in carbon emissions due to better speed
management, supporting Carrier and Shipper sustainability
objectives•

Increased Delivery Speed: Doubling of daily range from 500 to
1,000 miles, reducing delivery time by 40%(2)•

Improved Safety: Autonomous driving directly addresses the 5K
deaths, 151K injuries and the enormous value of damaged cargo
attributable to human error(3)3Expected to Alleviate Driver Shortage~3x Annual Revenue Per Truck via 24/7 operation•

Current driver shortage is 60K and expected to rise to 160K by
2028, leaving 1,000s of trucks “against the fences” at large carriers

Increase Truck Utilization, Decrease Payback Period•

Expected to improve quality of life for drivers by being home every
night

Illustrative AV
Adoption

0%

20%

50%

Revenue

$179M

$285M

$442M

Operating Margin

10%

14%

19%

Operating Profit

$18M

$39M

$85M

117%

375%

Up to 2x Carrier Profit Margin on AV miles

Source: ATA.
(1) Calculations assume a 1000 truck fleet converts a percentage of manual trucks to Embark autonomous trucks, capturing the improved utilization and margins provided by Embark trucks. Calculations also assume direct tocustomer operating model using ATRI per-mile economics(2) Calculation based on assumption of 22 hour driving day vs. 10 hour human driver day(3) Estimates based on data from May 2006 Presentation by US DOT FMCSA from its Large Truck Causation Study

15

Partners areinvesting toprepare theirbusinesses toscale Embark
autonomous
trucksTop Shippers and Carriers are Partnering with
EmbarkEmbark is working withshippers and carriers toanalyze their nationwide freight
networks at a lane level anddevelop detailed rollout plansfor converting portions of these
networks to autonomous

Embark is hauling withcarriers and shippers torefine operations today,
paving the way for partners
to quickly, safely andeffectively scaleautonomous trucking

Embark is working closely withcarriers today to define businessmodel details such asdispatching, monitoring,
maintenance, liability andtransfer hub availability, resulting
in a clear path to scale

16Market Dynamics
Why We Think Being Platform-Agnostic is Important•

Aligned with the reality that most major carriers run mixed fleets̶•

Nearly 90% of top 25 carriers run 2+ OEMs and ~50% run 3+ OEMs

Carriers are the ultimate decision makers on component selection

Carrier multi-sources from several
OEMs
OEMs multi-source parts from several
suppliers to provide a menu to Carrier

Carrier selects components from each
OEM menu

Component

Carrier is the ultimate decision maker

Supplier
1

Supplier
2

We currently purchase trucks from multiple
OEMs and plan to continue this strategy to
optimize the experience for our drivers andmeet our Total Cost of Ownershipobjectives. Embark's investment tointegrate its autonomous driving
system with the major OEMs will allow
us to test and deploy autonomous
trucking capabilities without
introducing a new OEM into our fleet forthat sole purpose.

OEM 1
Carrier

Supplier
3

Supplier4

OEM 2

Trevor Fridfinnson
Chief Operating Officer at
Bison Transport

17

Embark Universal Interface (EUI)
Specs / Module Designs

EUI Production Plan

Component Package•

Standardized sensor and compute systems determinedthrough thousands of hours of design, testing and analysis

2018-2021••

Embark has engaged with all 4 major US OEMs for many years tracking as they each progress towards offering proprietary redundantdrive-by-wire platforms.
In parallel, Embark has developed our Embark Universal Interface withflexible interfaces are easily configured to integrate with any drive-bywire.

Near Future
•

APIs

•

Interface Package•

Custom flexible physical, electrical and software interfaces
enable platform-agnostic integration to any drive-by-wireactuators, chassis, power and HVAC

We anticipate OEMs will ship their first production trucks withredundant drive-by-wire in the near future.
Embark is in active dialogue with OEMs as they plan which sensor andcompute options to offer to carriers on top of redundant drive-by-wire.

Expected Equilibrium State••

Truck OEMs expected to offer multiple AV options to carriers•
Multiple non-exclusive integrations•
In line with how OEMs currently provide factory options for
multiple major engine, brake and telematics solutions today
Carriers make the ultimate decision on which AV system to specbased on price, coverage map and ability to be used across their fleet

18
18

19

Embark Brings Compelling Benefits Across The
Carriers
Entire Network
Improved economics,
alleviate driver shortage

Truck Stops and Depots

Shippers

Leverage existing real estate
to expand the transfer points

Increased efficiency, improved
reliability, sustainability andsafetyEnhances the Freight
Ecosystem and Benefits all
Participants

Tier 1 Suppliers

OEMs

Additional demand forautonomous-related
components

Embark Universal Interface,
new revenue streams

20

Choosing the Right Strategy in AV Trucking
Recent Public Transactions
Software-as-a-Service
EmbarkFleet

Retrofit
Plus

TuSimple

Company

Major
Investors(1)

*

*

*

*

HS
Investments
III Limited

SUN
Dream Inc.

U.S. Shipper
Partnerships--

U.S. Carrier
Partnerships
OEM Strategy
Initial Go-toMarket

MarketOffices**-Custom Navistar Truck(Navistar is 11% of Market)(2)

Embark Universal Interface

Driver Out

Partner with Carriers

100% USA

Exclusively USA

USA• San Francisco• Los Angeles

Driver Out

Retrofit

Carrier owned Trucks
TuSimple owned Trucks

Driver In~70% USA / ~28% China / ~3% Europe(3)China• Beijing• Shanghai

USA• San Diego• Tucson• Forth Worth

15% USA / 85% China(4)China• Beijing• Shanghai• SuzhouUSA• Cupertino* PIPE commitment
Source: Company filings, Transport Topics, Top 100 For-Hire carrier data from Transport Topics(1) Embark and TuSimple select investors represent investors with 5%+ ownership. Plus.ai includes Board Investors due to lack publicly available shareholder ownership information(2) Traton and Navistar are in the process of completing a merger. Navistar's International is the brand of the two that operates in the US and has 11% of market based on public data
(3) Based on testing and commercial deployment (trucks in fleet)(4) Based on 2025E revenue breakdown

21
21Financial

Trucking Market Represents
Significant Opportunity$700 billion truck freight market
represents a significant
opportunity(1)Clear and present problem withdriver shortage

Delivers potential value to not only
carriers, but the entire ecosystem

Demand for freight continues
to grow

Fragmentation of various
constituents unique to the trucking
industry

Infrastructure is in place
today to enable rapid
commercialization and scale
within the freight ecosystem(1) American Trucking Associations, U.S. Freight Transportation Forecast: 2020 to 2031.

23

How

Expects to Commercialize Its Business

Two Phase Rollout

Two Route Models

Phase 1: Sunbelt 2024+
Phase 2: Lower 48 2026+•

Embark shares a percentage of the savings with a carrier
as a result of utilizing Embark’s software solution•

Implies a $ / mile subscription fee, which will be variable
depending on the distance of the load•

Embark offers a drayage rebate for last-mile transfers toalign incentives on the total cost of the load•

Transfer Point only economical for carriers on lanes >300
miles

•

Direct to Customer economical on lanes >100 miles,
when shipper facility within Embark coverage map•

The software is supported bybears the cost

TRANSFER POINT
Drayage “last mile”
Customer Facilities
Transfer
Point~210 Billion Incremental Semi-Truck Miles

Drayage “firstmile”

Autonomous Highway
Segment
Transfer Point

DIRECT TO CUSTOMER

Customer Facilities

Guardian, and Embark~90 Billion Semi-Truck Miles
Human Driver

Autonomous Driving

intends to partner throughout the ecosystem and participate with existing players, not compete against them24

Embark / Northern Genesis II Financial Model Framework
Autonomous Truck Miles Driven(1)Human Driver vs. Embark Driver

Total Addressable Market of ~300 Billion Miles Annually Today

Transfer Point

Direct to Customer>300 Miles>100 Miles$1.76(2)$0.82

86% of Miles are in Autonomous
Economic Freight Lanes$0.96

Net Savings$0.80/MileEmbark ODD~80-90% of Economic
Freight Lanes
$0.94

$0.96

Human Driver

Embark Driver

Expected Embark Penetration as a % of Serviceable Miles
2024E
1.1%

2025E
3.3%
Total Driver Cost Per Mile

(1)
(2)

Total Vehicle Cost Per Mile

Analysis based on the Freight Analysis Framework, produced in partnership with the Bureau of Transportation Statistics and the Federal Highway Administration and additional data from the Bureau of Transportation Statistics
Based on data from the American Transportation Research Institute25Compelling Unit Economics for
Both the Carrier and
Embark Autonomous Revenue Per Mile

Gross Revenue$0.44/Mile

500 Miles: Net Revenue $0.31/Mile

Last Mile Reimbursement

1000 Miles: Net Revenue $0.38/MileEmbark COGS Per Mile
Cost of Goods Sold (1)Gross Profit(1)Gross Margin(1)Guardian System$0.12/Mile

Guardian Employee

Includes:Includes:

•
•
•

•
•
•

Monitor Bandwidth Cost
Update Bandwidth Cost
Update Subscription Cost

Salaries
Benefits
Overhead Costs$0.26/Mile~69%

Source: Embark / Northern Genesis II Management(1) Represents 2025E. Gross profit includes drayage rebates.

26

Financial
Projections

Autonomous Miles Driven

2026+ Serviceable Mile Opportunity(miles in millions)~236 Billion+
7,432

23,065

2,374

2024E

2025E

1.1%

3.3%

Miles
Driven %of TotalPhase 2~174 Billion+ Miles

Revenue($ in millions)

2,771

867

2024E

2025E

Phase 1~62 Billion+
Miles

Gross Profit($ in millions)
1,915

Long-Term Gross Margin Target
~74%

584

Margin

2024E

2025E

67%

69%

Long-Term EBITDA Margin Target
30%+

Source: Embark / Northern Genesis II Management27

Valuation

Embark Leads the Industry in Key Milestones(1)Self-Driving Truck Industry Public Milestone
Date ofCompletion

2017

2018

2019

2020

Attractively Priced Relative to TuSimple Public Comp
2021

Market Capitalization

FV / 2025E Revenue

FV / 2025E EBITDA(Basic market capitalization,
in $US billions)(Median consensus estimates)(Median consensus estimates)$8.5bn (4)Technical Milestones$5.2bn(3)On-RoadOperation

19.0x

3.3x
1.6x

7.1x

Long Run –DE Free
Surface Street
Navigation

Attractively Priced Relative to Broader AV Ecosystem

Work Zone
Handling(2)($US millions)30,75030,000Business Milestones
Freight
DeliveryTransfer Point
or Terminal

7,250

5,158

Partner
Program

(3)

Waymo

TuSimple

Plus.ai

Kodiak

5,000

(5)

(4)
May 2021

Embark

10,0008,491

May 2020

Jan 2021

Feb 2021

3,301
(3)

Jun 2020

Nov 2020

May 2021

Aurora(1) Milestone data is based on publicly available information; Logo exclusion indicates no publicly available data
Note: All dates based on the first public record of the respective company achieving the milestone on a US Class
8 Truck(2) Work Zone handling refers to an AV truck detecting and responding to a previously unmapped Work Zone

Source: Company Presentations, Pitchbook, Bank of America, Piper Sandler, Cowen, RBC Capital Markets, Baird and Morgan Stanley
Equity Research Reports(3) Represents post-money equity value(4) TuSimple market capitalization based on offer price at IPO of $40 per share and shares outstanding of 212,263,328 per company filing(5) In February 2021, Uber sold it’s self-driving unit to Aurora in exchange for a 26% interest in the combined entity at a $10B valuation

29

Appendix – Technology Roadmap

Our Technology Achievements andRoadmap to Driver Out
Future Technology
Milestones to Accomplish

Past Technology Milestones and Accomplishments

Bought First
Truck

Lane
Keeping

Cut-Ins

Night Driving

Stop and Go

Inclement
Weather(excl. snow)

Surface
Streets

RemoteMonitoring

Construction

2020

2021

MergesLane
Changes

2016

2017

Vehicle on
Shoulder

2018

2019

2022
•
•
•
•
•

2023

Pull Over to Safety
Emergency Vehicle Interactions
Evasive & Emergency
Maneuvers
Inspections
Blown Tires & Other MechanicalFailuresDriver Out
32

Embark is inadvanceddiscussions thatwill further
support thetechnology
advancement andcommercialization
timeline

Major Initiatives Expected To Be Announced
Over the Next 12 Months
Partner Development
Program Reservations

Volume commitments from carrier
partners for their fleets uponcommercialization

Manufacturing Partners toenable Embark Universal
Interface (EUI) as an Option

Coverage Map Expansion

Enable shippers and carriers to order
EUI-compatible trucks

Formalize relationships with leading
real estate holders to provide
established transfer point footprint
for carrier partners
coast-to-coastTechnology Milestones
Continue to execute and publicly demonstrate industry-first capabilities from Embark’s technology roadmap
33

Appendix – Regulations

Regulatory Tailwinds
Current State Regulatory Environment• Current regulatory environment is favorable for autonomous trucking• Today, 43 states allow autonomous truck testing, and 24 states allow autonomous truck commercial
deployment• No vehicle design changes and FMCSA pre-emption clear regulatory path

US DOT 4.0 AV Regulations
have been released to further
support a future cohesive 50state AV operations framework

US NHTSA regulations havebeen amended to clarify Federal
Motor Vehicle Safety Standards
for automated vehicles not
equipped with manual drivercontrols (i.e. steering wheels
and seating positions)–

Legislation Permits:
Autonomous Commercial Operations
Autonomous Testing

AVs not designed to carry
humans are exempt from thecrashworthiness standards thatconventional vehicles need inorder to deploy

In Progress

Source: Department of Transportation, NHTSA, SEC Filings.

35

Elaine Chao

is Leading
Leading thethe Way
Way on Policy
ison Policy
Longest Tenured AV Truck Member on Critical Industry Groups••••

U.S. Chamber (leading US business lobby)

SVLG (leading CA business lobby)
American Trucking Association (leading US trucking industry group)

U.S. Chamber (#1 US business lobby)

U.S. Secretary of Transportation(2017-2021)•

Oversaw development of first-everregulatory guidance on autonomous
trucking•

U.S. Secretary of Labor (2001-2009)•

Past board positions at Dole Foods,
Wells Fargo Bank, Harvard Kennedy
School•SVLG (#1 CA business lobby)•

Truckingis thebackboneof the American economy. I
American Trucking Association (#1 US
trucking
industrygroup)

Active Leadership Roles in the Industry

•
•
•
•

•

Co-chair of US Chamber AV Working Group (along with Intel)

believe Embark’s technology will strengthen U.S.
economic competitiveness by making trucks safer,
dramatically improving productivity, and solving thereal and growing driver shortage.
— Elaine Chao

Co-chair of SVLG AV Working Group (along with General Motors)

Jonny Morris

Founding member of Trucking group @ Self-Driving Coalition (leading AV industry group)•

Joined Embark in June 2017•8-year veteran of autonomousvehicle policy issues in automotive,
trucking, and insurance industries•

Served as technology and policy
adviser in the Obama White House,
U.S. Department of Defense, andU.S. Department of State

Only truck-specific board member on the Self-Driving Coalition for Safer Streets

Industry Lobbying Results•

Successfully advocated for USDOT to clarify the ability for L4 trucks to operate under existing[]
regulation and without constraint from human-centric regulations (hours of• service,
drug testing),
codified in USDOT’s “AV 3.0” guidance issued in Oct 2018.

•

Won inclusion and exclusion of autonomous trucks in various federal and state legislation to benefit
Embark’s deployment model as well balance what we believe to be the right regulatory framework
for all constituents

Early on at Embark, we knew we had to lead on
autonomous trucking policy. Helping shape the regulatory
framework is the right thing for our company and will
ensure the safety and efficiency benefits of Embark’s
technology are not delayed.
— Jonny Morris

36

Appendix – Coverage Map

Coverage Map Supercharges Scale-Up
Carriers operate self-driving trucks between highway-adjacent locations on Embark coverage map

TRANSFER POINT

Drayage “last mile”

Number of start/stop locations expands rapidly by adding ecosystem

Customer Facilities

real-estate to the coverage map:•

Transfer Point

Current truck stops act as ideal transfer points that can be used by all

Autonomous Highway Segment

Drayage “first mile”

carriers•

Transfer Point

Highway-adjacent shipper locations can be added directly to coverage
map, boosting efficiency and stickiness

Human Driver

Autonomous Driving•

Highways are the ideal first application for self-driving•

Vision Map Fusion simplifies adding locations to coverage map

38
38

Real Estate Partners Accelerate Expansion
Leveraging the Strengths of Potential Real Estate and Retail Players, including PFJ, will
Dramatically Decrease Time to Market
Example: PFJ’s Network•

800+ highway adjacent sites located near freight areas•

Purpose built for class-8 truck traffic•

On site fuel and ancillary services including tire,
maintenance, and dispatch support

Pilot
Flying J

39

Appendix – Financial Model (Continued)

Supplemental Financial Projections DetailMile Detail(1)Pricing Detail(miles in millions)

Total Cost Per Mile

Human Driver

Phase 1

2024E

2025E

Driver-Based

Total Freight Miles

96,677

98,224

Driver Wages$0.56

Total Serviceable Miles

56,97059,455

Driver Benefits

0.17300+ Mile Routes

52,42153,425

Driver Overhead Costs

0.09

100 – 300 Mile Routes(2)

4,550

6,029

Total Driver Costs

0.82

Embark Miles Driven

2,374

7,432

Phase 2

2024E

2025E

Total Freight Miles

218,008

221,496

Total Serviceable Miles

164,064

169,081300+ Mile Routes

157,603

160,519

6,461

8,562

--

--

Embark Driver

Vehicle-Based

100 – 300 Mile Routes(2)Embark Miles Driven

Service Miles Driven

(1)
(2)
(3)

1.1%

3.3%

Total Vehicle Costs

0.94

0.96

Total Costs$1.76 (3)$0.96

Detail P&L($ in millions)
2024E

2025E

Revenue$867$2,771Gross Profit

584

1,915

EBITDA

(4)

640

CapEx

8

10

(11)

629

EBITDA - Capex

Analysis based on the Freight Analysis Framework, produced in partnership with the Bureau of Transportation Statistics and the Federal Highway Administration and additional data from the Bureau of Transportation Statistics
100-300 mile trips only economical in Direct to Customer model (i.e. origin/destination within operating domain)
Based on data from the American Transportation Research Institute41Supported By Existing Partners and Pipeline
Existing Partners~32,000
TrucksPurchases~8k trucks
annually

Embark is Currently Partnered With High Quality
Carriers But Has a Robust Customer / Carrier Pipeline
to Rapidly Grow
Partners
9%~3 Billion
human-driven
freight miles
annually

Commercialization
Discussions
33%
Targeted59%

Our partners currently run~89% of the trucks required tomeet our 2024 target(1)(2)(3)

Top 100

Embark is in
discussions withcarriers who
represent 40% of Top
100 truck count(4)~4,600 Average Fleet Size(4)(~10% of market)~30 Billion Human Driven Freight Miles(5)

(1)
(2)
(3)
(4)
(5)

Assumes our partner routes are the same distribution as all routes, as determined by the Freight Analysis Framework, or ~18% of our partner trucks are in phase 1 addressable lanes in 2024
Assumes each autonomous truck can run 360K miles per year
Forecast requires ~6,500 autonomous trucks to meet 2024 mileage targets and estimates that the 5 existing partners have ~5,900 trucks on lanes deployed in 2024
Based on Top 100 For-Hire carrier data from Transport Topics
Calculated based on top 100 total tractor count of ~342K(Transport Topics) and ~94K annual miles per truck (Trucking Research)

42

has
completedhundreds ofhauls with many
major companies
and hasincorporated thatexpertise into its
partnerships
with carriers andshippers

Embark ’s Business Model is
Validated by Partners

At AB InBev, we have a longstanding history ofworking with our carrier network to introduce new
innovations that better their business, our businessand enhance workers lives and careers. By
partnering with Embark, we will enable our carrier
partners to adopt and quickly scale autonomous
trucking technology throughout the truck freightlogistics ecosystem resulting in a moresustainable and safer supply chain network for
AB InBev.
- Angie Slaughter
VP, Sustainability, Logistics &Capabilities Procurementat Anheuser-Busch InBev

Mesilla Valley Transportation has a demonstrated
history of identifying, testing and deploying new andinnovative technology to maintain an edge in ourcompetitive industry. With the Embark Partner
Development Program, we see an opportunity toutilize this expertise to deploy and scaleautonomous trucks within our network, unlocking
top-line growth through improved utilization andbottom-line growth through superior economics.

- Royal Jones
CEO at Mesilla Valley
Transportation
43

SaaS Business Model
Carrier/Shipper Partners Enable Embark to Scale Efficiently by Integrating Into the Current Freight
Ecosystem
Scale up rapidly by leveraging
significant investments bycarriers in trucks and real estate

Carriers bring expertise inrunning a complex operations
intensive business

Compelling software-as-aservice economics

•

•

•

High margins•

Recurring revenue•

Economies of Scale•

Carrier investment massively outpaces
the resources of any single AV player

Embark can focus on what we do best:
making state-of-the art software

Top 100 carriers average more than
$100M each on new trucks annually(1)Selling to carriers and shippers allows

to focus on software development

Source: Transport Topics, ATRI
(1) Carrier spend calculated based on average fleet size of top 100 carriers. Assumes 25% annual fleet turnover and average cost of $125K per truck.

44

Expected Use of Proceeds
Headcount70%

On-Road Testing

13%

OEM Co-Development

12%

Expanding Coverage Map

5%

Proceeds From the
Proposed Transaction
Are Expected to Fund theBusiness Plan ThroughCommercializationin 2024

Source: Embark / Northern Genesis II Management

45Transaction
Overview• After giving effect to thetransaction(1), Combined Co. will
have $613mm of cash(3) topursue its go-to-market strategy
and consolidate its market
leadership position• $4.25bn pre-money valuation
supporting $5.2bn pro forma
equity value

Total Sources
Northern Genesis II Cash in Trust (1)PIPE (2)Northern Genesis II Founder Shares(4)Stock Consideration to Existing Embark SH
Total Sources

($mm)
$414
200
100
4,250
$4,964

Total Uses
Cash to Balance Sheet
Northern Genesis II Founder Shares(4)Stock Consideration to Existing Embark SH
Estimated Fees and Expenses
Total Uses

($mm)
$531
100
4,250
83
$4,964to fully fund capital expenditures
through 2024 and are 100%
primary• The transaction is expected toclose Q3 2021

Pro Forma Ownership
NGAB Shareholders
PIPE Investors(2)Founder Shares(4)(5)(6)(7)
Existing Embark SH
Total Shares

Shares (mm)
41.4
20.0
10.0
444.5
515.8

% O/S
8.0%
3.9
1.9
86.2
100.0%

4%
8%

2%

NGAB Shareholders

PIPE Investors

Pro Forma Valuation• 1.6x of 2025E Revenue• Proceeds raised are expected

Pro Forma Ownership(1)(5) @ $10.00 per Share

Illustrative Transaction Sources and Uses

Pro Forma Shares Outstanding
Illustrative Share Price
Pro Forma Equity Value(-) Pro Forma Cash(3)Pro Forma Enterprise Value

($mm)
515.8
$10.00$5,158(613)$4,5452025E Revenue
EV / 2025E Revenue$2,771
1.6x

(1)
(2)
(3)
(4)
(5)

(6)

(7)

Founder Shares(4)(5)(6)(7)

Existing Embark SH

86%

Assumes no redemptions by SPAC shareholders.
Includes $40mm of FPA subscriptions.
Includes $82mm of existing balance sheet cash, including proceeds from a convertible note.
Excludes 0.4mm Founder Shares forfeited due to FPA subscription to PIPE.
Excludes PSU awards to Alex Rodrigues and Brandon Moak that will collectively represent an aggregate amount of up to 10% of the fully-diluted shares outstanding immediately
following closing and that are anticipated to vest at escalating thresholds starting at approximately $20/share up to a maximum of approximately $100/share. Excludes the impact
of up to 2.9mm existing Embark shares underlying equity awards that can be issued prior to closing. Excludes the new, to be established, equity incentive plan (10% of FD shares
outstanding immediately following closing + 5% evergreen) and ESPP (2% of FD shares outstanding immediately following closing + 1% evergreen).
Embark currently has 149.1mm diluted shares outstanding that will be fully converted into NG shares at close, of which 141.2mm are fully vested. This Includes 5.9mm existing
Embark shares underlying options and warrants, 3.9mm existing Embark shares underlying granted options, 2.8mm existing Embark shares promised but not yet granted sharesto new employees and 1.2mm Embark shares issuable upon conversion of an outstanding convertible note immediately prior to close.
Founders Alex Rodrigues and Brandon Moak, who collectively own approximately 25% of the Company on an as-converted basis pre-closing, will receive shares of Class B
Common Stock of NGAB in the transaction, which shares of Class B Common Stock carry 10 votes per share (relative to one vote per share of Class A Common Stock of NGAB).

46