A Leader in Blockchain Innovation and Liquidity for Digital Assets - tZERO Overview Q4 2020

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A Leader in Blockchain Innovation and Liquidity for Digital Assets - tZERO Overview Q4 2020
A Leader in Blockchain Innovation and
Liquidity for Digital Assets

tZERO Overview
Q4 2020
Value Creation Has Shifted to the Private Markets
  While 1990s tech start-ups grew more than 100x post-IPO, that public multiple is now below 10x

                                  10,000x
                                            Private   Public
     Growth in Enterprise Value

                                   1,000x

                                    100x

                                     10x

                                      1x
                                             1990              1997   2002   2004   2011   2014

                                                                                                   2
Private Markets are Growing Rapidly
                                                                                                                                                      $7.3
       ($ Trillions)

                                                                                                                                               $6.1

                                                                                                                                        $5.3

                                                                                                                                 $4.5
                                                                                                                          $4.2
                                                                                                      $3.8       $3.9
                                                                                          $3.3
                                                                              $3.0
                                                                   $2.7
                                                       $2.4
                                $2.2        $2.2
                    $1.7
         $1.2

        2005        2006       2007        2008       2009        2010        2011       2012        2013       2014      2015   2016   2017   2018   2019

   Sources: Bain & Co.                                                                                                                                       3
   Private market capital includes: venture capital, buyout, private debt, real estate, and other private asset classes
Limited Liquidity in Private Markets

                                                                                  Private Market Capital
                                                                                                 $7.3T

                                                                                                                                Secondary Volume

                                                                                                                                     $0.1T

   2019
   Sources: Bain & Co., Greenhill                                                                                                                  4
   Private market capital (NAV) includes: venture capital, buyout, private debt, real estate, and other private asset classes
Problem

            Private Markets are Illiquid, Inaccessible and Inefficient

      Limited Liquidity               Exclusivity of Assets               Fast Settlement              Manual Back Office
  Liquidity is limited for private   Average investors do not have      With current infrastructure,   Manual compliance and
companies and alternative assets.     access to most private asset     trade settlement can days, if    back-office processes
  Where liquidity does exist, the     classes, such as commercial               not weeks              are expensive and time
     experience is inefficient.      real estate and pre-IPO equity.                                         consuming.

                                                                                                                                5
Solution

 tZERO is a leading liquidity platform for private securities and digital
  assets. We offer institutional-grade solutions for private companies
looking to digitize their capital table and trade on a regulated platform.

                                                                             6
Advantages of the tZERO Platform

  1. Continuous Liquidity
  2. Asset Democratization
  3. Fast Settlement*
  4. Automated Compliance
  5. Regulatory Lead
  6. Reduced Costs
   *Same day today, instant in the near-future; instant settlement would apply to transactions amongst self-custody accounts   7
tZERO’s Digital Security Ecosystem

                                                         tradeable securities:                          3rd Party Broker-Dealers
                                                                                                              (9 Subscribers)

                                     ATS Subscriber

                                  Brok er-dealers
                                  ‘subscribe’ to the
 Brok er-dealer                   ATS, allowing their
 investor clients                 clients to trade ATS           These assets trade similar to
                                  securities                     public equities. We float a private
                                                                 mark et cap with an associated
                                                                 tick er, offering ongoing liquidity.

         *All information as of 2/28/21                                                                                         8
Revenue Model

           Issuer Services                                                                      Trading                  Licensing Technology

●   Due Diligence & Tokenization Fees                                 ●       Digital Security and Crypto Trade   ●   Broker-Dealers
●   Referrals / Commission Sharing                                            Commissions                         ●   Clearing Firms
    Arrangements                                                      ●       Recurring Issuer & Tech Fees        ●   Exchanges

                                  tZERO also owns SpeedRoute, an established broker-dealer that facilitates the
                                               trading of roughly 1% of the U.S. equity markets.

           *Certain revenue streams apply only to activities that are carried out by subsidiaries of tZERO                                      9
Snapshot of Digital Securities Pipeline
                     Signed Partnerships                                           Select Digital Securities

   1.                                                           1.          Alliance Investments*

   2.                                                           2.        Tynton Capital*

   3.                                                           3.                        *

   4.                                                           4.   Public Fund

   5.                                                           5.   Real Estate

   6.                                                           6.   Technology Company

   7.                                                           7.   Real Estate Fund

   8.                                                           8.   Biopharmaceutical Company

                   10+ Middle Market Investment
                                                                             Additional Issuers Referred by Partners
              Banking Referral Partnerships Established
        Additional Referral Agreements with Issuance Portals,
                                                                                    Additional Issuers Not Shown
              Tech and Real Estate Advisors in Process

                                                                                                                       11
   *Denotes announced issuer agreements
Strong Growth in $ Value Traded

                                                                                                       $3,334K
                                                 $14,462K

                                      $6,197K                                               $1,232K
$5,201K                                                                      $834K
           $2,393K   $2,570K                                $490K   $608K
                                                                                        $211K         $363K
                                  $170K         $285K

 October   November December      January       February    October November December   January       February
                     2020      2021                                         2020     2021

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Our Goal: Trade All Assets on One Platform
                    Public Securities                Cryptocurrencies

tZERO's separate
regulated platforms currently
allow for trading private
securities and
cryptocurrencies. We plan to
enhance the platform’s
functionality to facilitate
transactions in exchange-
listed equity securities
(NMS) this year.

                                Private Securities
                                                                        12
Future Trading Experience

                                                                          13
   Subject to regulatory approvals and strategic/operational priorities
Recent Wins
 1. Signed partnership agreements with DigiShares and Realio. (new)
 2. Signed partnership agreement with commercial real estate issuance platform Earn.re. – 3/3
 3. Signed tokenization agreement with ROI Group to trade landmark real estate in Dubai. – 3/2
 4. Signed partnership agreements with FON, Vertalo, and TokenSoft. – 2/3
 5. Signed partnership agreement with Prime Trust to custody digital assets. – 1/27
 6. Signed prominent investment bank to spearhead strategic capital raise. – 1/12
 7. tZERO ATS filed to self-clear, reducing dependency on third-parties. – 12/30
 8. tZERO ATS records $53M of volume, a 10x increase versus 2019. – 12/31
 9. Signed ATS subscriber agreement with D.A. Davidson. – 12/10
 10. tZERO Markets goes live. – 10/21

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Our Key Priorities

           Assets                          Liquidity                        Experience
1. Tokenize Existing Cap Tables   1. Grow tZERO Markets Users        1. Streamline Markets Trading UX
2. Tokenize New Offerings         2. Integrate More Broker-Dealers   2. UX for Trading All Digital Assets

                                                                                                            15
2021 Roadmap
 1. Complete account migration from Dinosaur Financial to tZERO Markets. – Q2 2021

 2. Migrate tZERO Crypto app to custodial solution. – Q2 2021

 3. Security token trading with investor self-custody model. – Q3 2021

 4. tZERO broker dealers self-clearing. – Q3 2021

 5. Merged experience for tZERO Markets. – Q3 2021

 6. NMS (public stocks) trading on tZERO Markets. – Q4 2021

 7. Integrate 3rd party issuance platforms to allow onboarding of additional assets. – Ongoing

     *Subject to regulatory approvals and strategic/operational priorities                       16
Experienced Leadership Team
    Saum Noursalehi                       Amit Goyal
    Chief Executive Officer               Chief Technology Officer
     15+ years of experience              20+ years of experience

    Alan Konevksy                         Joel Quall
    Chief Legal Officer                   Chief Financial Officer
     20+ years of experience              25+ years of experience

    Alex Vlastakis                        Rob Christensen
    President, tZERO ATS                  VP of Product Development
     20+ years of experience              10+ years of experience

    Solomon Tesfaye                       Mike Mougias
                                          VP, Investor Relations and
    VP, Business Dev. & Capital Markets
                                          FP&A
     10+ years of experience
                                           10+ years of experience

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ir@tzero.com

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Disclaimer
Inv estor Notice
Investors should note that trading securities could involve substantial risks, including no guarantee of returns, costs associated with selling and purchasing, no assurance of liquidity, which could impact the price and ability to sell, and possible loss of principal invested. Further, an
investment in single security could mean lack of diversification and, consequently, higher risk. Potential investors are urge d to consult a professional adviser regarding any economic, tax, legal or other consequences of trading any securities as descri bed herein.

No Offer, Solicitation, Inv estment Adv ice or Recommendations
T his document is for informational purposes only and does not constitute an offer to sell, a solicitation to buy, or a recomm endation for any security, nor does it constitute an offer to provide investment advisory or other services by tZERO or any of i ts affiliates, subsidiaries, officers,
directors or employees. No reference to any specific security constitutes a recommendation to buy, sell, or hold that securit y or any other security. Nothing in this document shall be considered a solicitation or offer to buy or sell any security, futur e, option or other financial instrument or to
offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained in this document const itutes investment advice or offers any opinion with respect to the suitability of any security, and the views expressed in this release should not be taken as advice
to buy, sell or hold any security. In preparing the information contained in this document, we have not taken into account th e investment needs, objectives, and financial circumstances of any particular investor. This information has no regard to the sp ecific investment objectives, financial
situation, and particular needs of any specific recipient of this information and investments discussed may not be suitable f or all investors. Any views expressed in this document by us were prepared based upon the information available to us at the time such views were written.
Changed or additional information could cause such views to change. All information is subject to possible corrections. Infor mation may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances.

Forward-Looking Statements
T his document contains forward-looking statements. In addition, from time to time, tZERO, its subsidiaries, or its representatives may make forward-looking statements orally or in writing. These forward-looking statements are based on expectations and projections about future events,
which is derived from currently available information. Such forward-looking statements relate to future events or future performance, including financial performance and projections; growth in revenue and earnings; and business prospects and opportuniti es. You can identify forward-
looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should ,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In
evaluating these forward-looking statements, you should consider various factors, including, without limitation: the ability oftZERO and its subsidiaries to change the direction; tZERO’s ability to keep pace with new technology and changing market need s; and competition. These and
other factors may cause actual results to differ materially from any forward -looking statement. Forward-looking statements are only predictions. The forward-looking events discussed in this document and other statements made from time to time by tZERO, its subsidiaries or their
respective representatives, may not occur, and actual events and results may differ materially and are subject to risks, unce rtainties and assumptions. tZERO, its subsidiaries, and its representatives are not obligated to publicly update or revise any f orward-looking statement, whether as
a result of uncertainties and assumptions, the forward-looking events discussed in this document and other statements made from time to time by tZERO, its subsidiaries or its representatives might not occur.

About tZERO
tZERO Group, Inc. and its broker-dealer subsidiaries (tZERO) provide an innovative liquidity platform for private companies and assets. We offer institutional-grade solutions for issuers looking to digitize their capital table through blockchain technology, and trade on a regulated
alternative trading system. tZERO democratizes access to private assets by providing a simple, automated, and efficient tradi ng venue to broker-dealers, institutions, and investors. For more information on tZERO, please visit https://www.tzero.com/.

tZERO is not a registered broker-dealer, funding portal, underwriter, investment bank, investment adviser or investment manager, and is not providing brokerage, investment banking or underwriting services, recommendations or investment advice to any person, and does not provide
any brokerage services. tZERO takes no part in the negotiation or execution of secondary market transactions for the purchase or sale of securities and at no time has possession of investor funds or securities in connection with such transactions.

About tZERO ATS
tZERO ATS, LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. More information about tZERO ATS may be found at https://brokercheck.finra.org/. Digital securities that trade on tZERO ATS are conventional uncertificated securities. At this time,
ownership of such securities is reflected on the traditional books and records of regulated market participants. In this docu ment, the term "digital" is used with respect to securities that currently trade on tZERO ATS to refer to the blockchain technology elements of a security that are
intended to enhance investor experience through added transparency but have no controlling or legal effect.

About tZERO Markets
tZERO Markets, LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. More information about tZERO Marke ts may be found at https://brokercheck.finra.org/.

About tZERO Crypto
tZERO Crypto, Inc. is a wholly-owned subsidiary of and powered by the technology of tZERO Group, Inc. tZERO Crypto, Inc. and tZE RO Group, Inc. are not a registered broker-dealers, underwriters, investment banks, or investment advisers, and are not providin g brokerage, investment
banking or underwriting services, recommendations or investment advice to the users of the tZERO Crypto app. No broker-dealer affiliate of tZERO Group, Inc. is involved in the transactions and services offered by the tZERO Crypto app. tZERO Crypto, Inc. is licensed as an authorized
money transmitter in every jurisdiction in which it does business that requires such authorization. See the legal disclosures and list of tZERO Crypto, Inc.'s licensing authorities on https://www.tzero.com/crypto-app/licenses.pdf for more information.

SpeedRoute, LLC
SpeedRoute, LLC is a broker-dealer registered with the SEC and a member of FINRA and SIPC. More information about SpeedRoute, L LC may be found at www.finra.org.
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ir@tzero.com

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