Next Edge Private Debt Fund

February 2019

1 Important Notes

The ‘Next Edge Private Debt Fund’or the ‘Fund’ means the ‘Next Edge Private Debt Fund’. Capitalized terms not defined in this presentation are defined as set forth in the Offering Memorandum of the Fund (the ‘OM’).

This communication is not, and under no circumstances is to be construed as, an invitation to make an investment in the Fund nor does it constitute a public offering to sell the Fund or any other products described herein. Applications for the Fund will only be considered on the terms of the OM. The OM contains important detailed information about the Fund. Copies of the OM may be obtained from Next Edge Capital Corp., the principal distributor of the Fund. Each purchaser of the units of the Fund (the ‘Units’) may have statutory or contractual rights of action under certain circumstances as disclosed in the OM. Please review the provisions of the applicable securities legislation for particulars of these rights. Terms defined herein shall have the same meaning as in the OM. Potential investors should note that alternative investments can involve significant risks and the value of an investment may go down as well as up.

There is no guarantee of trading performance and past or projected performance is not indicative of future results.

Investors should review the OM in its entirety for a complete description of the Fund, its risks, and consult their registered dealers before making an investment.

The information contained in this material is subject to change without notice and Next Edge Capital Corp. will not be held liable for any inaccuracies or misprints.

Any descriptions or information involving investment process or strategies is provided for illustration purposes only, may not be fully indicative of any present or future investments, may be changed at the discretion of the Investment Manager and are not intended to reflect performance.

The Fund has not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any State securities laws. The Fund may not be offered or sold in the United States or to US persons.

2 Cautionary Note Regarding Forward-Looking Statements

The following presentation may contain forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that Next Edge Capital Corp., the Credit Advisor or any affiliates thereof (the ‘Companies’) believe, expect or anticipate will or may occur in the future (including, without limitation, statements regarding any targeted returns, projections, forecasts, statements and future plans and objectives of the Companies) are forward-looking statements. These forward-looking statements reflect the current expectations, assumptions or beliefs of the Companies basedon information currently available to the Companies.

Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Companies to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Companies.

Factors that could cause actual results or events to differ materially from current expectations include, among other things, changes in international financial and commodities markets, fluctuations in currency exchange and interest rates, liquidity of portfolio investments, reduction in availability ofleverage, default by counterparties, special risks arising from short sales and investments in forward contracts and other derivatives, unintentional trades, accuracy of analytical models, valuation risks, limitations on redemptions, tax consequences, changes in applicable laws and other risks associated with investing in securities and those factors discussed under the section entitled ‘Risk Factors’ in the Prospectus.

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Companies disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Companies believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

3 Risks of Investing In The Fund

Please see the Fund’s OM for a complete listing and description of the risks associated with an investment in the Fund.

Risks Associated With An Investment In The Partnership General Investment Risk; No Guaranteed Return; Limited Operating History; Class Risk; No Advice to Investors; Illiquidity of Units or Limited Liquidity; Potential Conflicts of Interest; Reliance on the Manager and Credit Managers; Capital Depletion Risk; Fees and Expenses of the Partnership; Risks Arising from Multiple Classes of Units; Changes in Applicable Law; Changes to Canadian Tax Laws and Challenges by the CRA; Achievement of the Investment Objective; Changes in Investment Strategies; Illiquid Positions; Not a Public Mutual Fund; Distributions; Possible Effect of Redemptions; Possible Loss of Limited Liability; Possible Negative Impact of Regulation; Potential Indemnification Obligations; Reliance on Manager and Track Record; Currency Risk; Initial Investment in the Partnership; Legal; Tax Liability; Units are not Insured and Strategies.

Risks Associated With The Underlying Investments & Strategies Availability of investments; Counterparty and Settlement Risk; Credit Risk; Custody Risk and Broker or Dealer Insolvency; Debt Securities; Diversification; Valuation of the Partnership’s Investments; General Litigation Risk; Uninsured and Underinsured Losses; Equity Risk; Exchange Traded Funds; Failure to Meet Commitments; Foreign Investment Risk; General Economic and Market Conditions; Highly Volatile Markets; Interest Rate Changes; Investment and Trading Risks in General; Issuer–Specific Changes; Knowledge and Expertise of the Credit Managers; Leverage; Limited Sources of Borrowing; Liquidity Risk; Credit Manager Insolvency; Nature of the Investments; Options; Portfolio Turnover; Shorting; Use of Derivatives and Composition of Investments.

4 We are an alternative investment fund manager and a leader in the structuring and distribution of Alternative and Private Credit fund products in Canada. Next Edge Capital specializes and focuses on providing unique, non-correlated pooled investment vehicles to the retail marketplace – access to what’s next.

Investors Borrowers Generating consistent returns Solutions for Businesses to Grow Diversifying traditional portfolios Non-Bank Financing Solutions (NBFS)

5 Next Edge Capital Corp.

Formed in July 2006, was renamed Next Edge Capital Corp. after the spinout of Man Investments Canada Corp. from Man Group plc (“Man”) in June 2014.

Licensed as an Exempt Market Dealer, Portfolio Manager and Investment Fund Manager.

Management team responsible for raising over CDN $3 Billion of alternative assets in Canada since 2000.*

Focused on providing unique, non-correlated investment ideas.

Industry With NECC Experience Since Responsibility

Toreigh Stuart, CFA 27 2006 Managing Director, Founding Partner, CEO

Robert Anton 26 2006 Managing Director, Founding Partner, Head of Sales and Product Development

David Scobie 25 2009 Managing Director, Founding Partner, Chief Operating Officer

Erica Axani 20 2017 Senior Vice-President, Credit and Risk

Cheng Dang, CPA, CA 11 2012 VP of Finance

Eden Rahim 30 2014 Portfolio Manager

Mike Bird 32 2014 Associate Portfolio Manager

James Franz 31 2018 Strategic Advisor

David Weinstein 36 2018 Senior Credit Advisor

*Please note that over CDN $2 Billion of the CDN $3 Billion of alternative assets raised relates to assets raised at a previous firm(s). 6 Private Lending: The Opportunity

Private Lending: An Attractive Fixed Income Solution ●● Interest Rates are low, however many investors require higher yielding investments without assuming unnecessary risk.

What is Private Lending? ●● Private Lending can be broadly defined as privately negotiated loans that take place outside of the traditional banking network.

●● There are many different areas of private lending with varying levels of risk/reward.

Benefits of Private Lending Investing ●● Strong historical return and cash flow characteristics relative to other fixed income vehicles.

●● Solid focus on preservation of capital.

●● Lower leverage ratios, greater asset coverage and stronger covenant typically than more liquid loan market.

●● Market inefficiencies have the potential to translate into higher yields for investors.

●● Low historical correlation to equity and bond markets.

●● Private loans, not market priced (minimal market volatility as compared to public equities and bonds).

●● Illiquidity Premium – for those investors that do not need the immediate liquidity of public markets, a premium is typically provided.

7 Private Lending: The Opportunity

Post 2008, regulatory changes have forced traditional banks to notably pull back their lending activities. This has allowed new lenders to emerge and flourish in the alternative lending space. The Private Lending market is estimated to be in excess of US $45.22 trillion in size.

●● Lending to small businesses continues to compress and accounts for only 25% of all commercial loans outstanding1.

●● Loans below $1 million are uneconomical for banks to underwrite from a cost and capital efficiency standpoint.

1. FDIC Quarterly Banking Profile (September 2015). 2. Source: Financial Stability Board- Global Shadow Banking Monitoring Report 2017. 8 Private Lending: The Opportunity

Breakdown of Investors in Private Lending by Type

Private Lending has been broadly adopted by institutional investors.

Source: Preqin Private Debt Online 2018 9 Largest Investors in Private Debt

Private debt should be a part of every pension plan’s portfolio. “- Teresa Troy, chief executive of Halifax-based HRM Pension Plan * ” Alternative Credit should play a pivotal role in client portfolios, but instead tends to be underexploited,“ both in terms of asset allocation and the implementation of options created. Notably, alternative credit can play a role in helping to reduce the reliance on the equity premium to drive investment returns and as such help to improve investment efficiency and portfolio robustness. . - Towers Watson Alternative Credit Report, September 2015”

*Source: Troy, Teresa, Why the private debt world appeals to pension funds like Halifax’s HRM, The Financial Post, 2014-02-06 10 Private Lending: The Opportunity

Non-bank and alternative lending in North America is: ●● Highly fragmented - many small players.

●● $1-15 Million market opportunity is where the return arbitrage opportunity is available.

●● A place where the customers’ interests are not well-represented; customer service is poor.

●● A large opportunity for a client-centric firms such as Next Edge Capital Corp. (“Next Edge”) and Liquid Capital Corp. (“Liquid Capital”) that can execute to capture market share.

11 Next Edge Private Debt Fund

●● To achieve its investment objective the Fund will allocate capital to a limited number of specialist credit advisors and managers of credit pools to primarily take advantage of profitable opportunities in Investment the private lending market.

Objective ●● The Fund aims to provide investors with the opportunity to attain attractive investment returns through interest and capital appreciation that historically have had low correlation to traditional forms of stock and bond securities.

●● Focus of the Fund is to provide shorter dated loans in the private lending space, focused on factoring, asset based lending and specialty finance.

Features ●● The primary Credit Advisor, Liquid Capital Corp. (“Liquid Capital”), has been operating in the factoring and trade finance space since 1999 processing over $3 billion in transactions through both its Canadian and US headquarters (in Toronto and Dallas respectively). Liquid Capital, with 60+ points of presence, originates, manages, and funds accounts receivables, asset based lending and specially finance transactions.

●● Diversified portfolio of loans and credit.

●● Targeted annual net returns of 8 – 10%*.

●● Mutual Fund trust structure available through FundSERV for accredited investors.

●● 8% per annum yield paid monthly. Features ●● RRSP eligible.

*Net of fees and pre-distributions 12 Our Process

1 Origination.

2 Underwriting.

3 Monitoring.

4 An effective source of capital.

5 For a fund, pacing of cash flows/effective cash management as well.

13 Next Edge Private Debt Fund is focused on these areas of Private Lending:

Factoring ●● Accounts receivable financing, commonly referred to as factoring, is an essential component of trade finance and has existed in developed economies for centuries. ●● Simply stated, factoring allows a company to improve its cash flow cycle through the sale of its accounts receivables to an outside party (the factor). ●● By converting accounts receivable into cash, a company increases both its productivity and financial health. ●● From an investor standpoint there is an inefficiency that can be received from the attractive yields charged to the client based on their often poor business credit, however, much security can be had from the end debtor (receivable).

Asset Based Lending ●● Lending to businesses secured by an asset that acts as collateral for the loan. ●● These loans tend to be secured by receivables, inventory, real estate or equipment. ●● Attractive yields are available and are secured by real assets.

Specialty Lending ●● Loans provided to non-bank lenders whereby the primary collateral/assets are the pool of loans. ●● These non-bank lenders provide consumer or business loans in a variety of areas ie. auto finance, POS retail consumer finance. ●● This area has been vastly growing due to technology driving efficiency & changing consumer behavior.

14 Next Edge Private Debt Fund primary Credit Advisor is:

●● Liquid Capital Corp. (‘Liquid Capital’) have been operating in the factoring and trade finance space since 1999 processing over $3 billion in transactions through both its Canadian headquarters in Toronto and US headquarters in Dallas.

●● The Company, with 60+ points of presence, originates, manages, and funds accounts receivables, asset based lending and trade finance transactions.

●● Core competency is working capital finance solutions with a wide range of financial products serving small and medium sized business.

●● Deal flow is relatively equal between Canada and the US.

●● Over 45 employees dedicated to credit underwriting and operations.

●● Capital provided by joint venture with Next Edge Capital Corp.

15 Liquid Capital / Next Edge Capital Initial Credit Decision

Two layers of scrutiny, Liquid Capital and Next Edge credit personnel:

Deals first screened by Liquid Capital. High points of analysis include:

●● Credit checks for both the client company and its owners. ●● UCC/PPSA searches and perfected senior security registrations. ●● Receivables verification. ●● Client financial review. ●● Inventory and additional collateral appraisals for Asset-Based Lending (ABL) deals. ●● Credit insurance on the majority of receivables. ●● Personal guarantees from the owner(s) of client companies.

Deals then reviewed by Next Edge credit committee:

●● Deal terms (advance rate, interest rate, any unique terms of the deal, etc.). ●● Documentary review (confirm Liquid Capital’s documents as described on next page). ●● Industry exposure. ●● Review of security package, personal guarantees, etc.

If risk/reward profile is acceptable, then deal is funded

(See the template initial deal checklist on the next page) 16 Liquid Capital Initial Credit Decision Document Checklist

General Documents Factoring ABL

Signed Client Application X X Corporate Financial Statements X X Detailed Accounts Receivable Aging X X Detailed Accounts Payable Aging X X Inventory Valuation Report X Additional Collateral Valuation Reports(e.g., equipment, real estate, etc. as required given the client’s unique situation) X Tax Due Diligence (Payroll, GST, Workers Comp.) X X UCC/PPSA Search X X Subordination Agreement, if any other lenders are present (Liquid Capital is always in first position on funded assets) X X Personal Financial Statements & Guarantees X X Articles of Incorporation (Partnership Agreement/ Operating Agreement) X X AP Purchase and Sale Agreement X X Client Credit Limits for Credit Insurance X X General Security Agreement X X Participation Agreement evidencing Next Edge as an investor in the deal X X

Other Documentation

Copy of Insurance Certificate X X List of Orders on Hand X X Estoppel Letter, if necessary X X Resumes of company owner(s) X X Copy of DBA name filing for any trade names used X X Customer Address List - including phone numbers and addresses X X Brochures and other company information (if available) X X Copy of an Invoice/Letterhead X X On-site DD documentation, as required given the client’s unique situation X X

17 Ongoing Monitoring

Daily monitoring by Liquid Capital using Cadence / FactorSoft administrative system ●● Best in class industry standard software. ●● High degree of transparency. ●● Robust audit trail mitigates fraud risk. ●● Drilldowns by (these are examples – FactorSoft offers extremely granular reporting, if desired): ▶▶ Client: entire receivables held as collateral; funds advanced by Liquid Capital, etc. ▶▶ End debtor: advances versus credit limit, aging of AR, calculation of ineligible AR. ▶▶ Invoice / Purchase order / back-up documents (bills of landing, shipping documents, etc.). ▶▶ Payment against invoice: cash collections, any discounts taken by the end debtor (dilution), etc. ●● Scans of all documents for the previous 6 months are available for audit purposes.

Entire portfolio reviewed daily by Liquid Capital to assess deal-specific and firm-specific risks.

Next Edge reviews Liquid Capital’s entire portfolio (irrespective of whether Next Edge funded a particular facility) to assess risks to the Next Edge Private Debt Fund’s investment.

Selected criteria include: ●● Aging of the receivables book. ●● Ensuring that documentation requirements are being met (collateral valuations, guarantees, etc.) and that Liquid Capital is lending within the terms of these restrictions. ●● Ensuring that appropriate credit insurance coverage is in place. ●● Industry / geographical concentrations. ●● End debtor credit concentrations. ●● Undue extension of payment terms by end debtors.

18 Historical Performance

Class A11 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD2

2019 0.69% 0.59% ------1.29%*

2018 0.68% 0.55% 0.66% 0.62% 0.64% 0.79% 0.67% 0.63% 0.63% 0.59% 0.64% 0.65% 8.06%

2017 0.66% 0.60% 0.57% 0.63% 0.61% 0.53% 0.57% 0.57% 0.60% 0.69% 0.54% 0.53% 7.33% 2016 0.55% 0.59% 0.70% 0.31% 0.35% 0.56% 0.53% 0.69% 0.63% 0.67% 0.80% 0.60% 7.21% 2015 ------0.61% 0.75% 0.37% 0.38% 0.65% 0.69% 0.60% 4.13%*

Class F11 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD2

2019 0.79% 0.68% ------1.47%*

2018 0.80% 0.66% 0.78% 0.74% 0.76% 0.91% 0.77% 0.73% 0.72% 0.69% 0.73% 0.75% 9.41%

2017 0.77% 0.71% 0.68% 0.75% 0.74% 0.65% 0.68% 0.69% 0.72% 0.81% 0.66% 0.65% 8.83%

2016 0.66% 0.70% 0.81% 0.44% 0.44% 0.68% 0.64% 0.79% 0.74% 0.78% 0.91% 0.71% 8.62%

2015 ------0.61% 0.98% 0.49% 0.50% 0.77% 0.81% 0.72% 4.97%*

3 Year Annualized Monthly 1 Month YTD 1 YR Inception Date NAV Annualized Since Inception Distribution

Class A11,2 0.59% 1.29% 8.11% 7.58% 7.50% June 2015 $9.49 $0.0633

Class F11,2 0.68% 1.47% 9.41% 8.99% 8.92% June 2015 $10.03 $0.0668

1. The Next Edge Private Debt Fund (the ‘Fund’) returns are net of all fees and expenses associated with Class A1 Units and Class F1 Units charged from June 1, 2015 (trading start date). Returns for 2018 and 2019 are unaudited. Therefore, performance statistics containing 2018 and 2019 figures shown in this material are subject to final confirmation. The historical annualized rate of return as at February 28, 2019 for the Next Edge Private Debt Fund Class A1 Units are 1 yr 8.11%; 3 yr 7.58%; 5 yr N/A; 10 yr N/A; CARR 7.50%; Class F1 Units are 1 yr 9.41%; 3 yr 8.99%; 5 yr N/A; 10 yr N/A; CARR 8.92%. 2. Distribution - adjusted return *Part Year 19 Summary

Private Loans not Market Priced Strong Deal (Minimal Volatility) Origination Attractive Risk/ Relationships Reward Ratio Across North America

The Next Edge Low historical Private Debt Strong and Correlation to Experienced Equity and Bond Fund Management Markets Team

Low Interest Focus on Capital Rate Sensitivity Preservation

20 Summary of Terms

Class A NEC 448 FundSERV Codes Class F1 NEC 442

Min. Initial $10,000; for Accredited Investment Investors only Min. Subsequent $5,000; for Accredited Investment Investors only

Effective Class A 1.50% Management Fee (Includes Servicing Fee) Class F1 0.50%

Performance Fee 20% above 6% hurdle rate (with a catch-up) Valuation Monthly Redemptions Monthly, with 90 days notice Distributions 8% per annum, paid monthly Registered Plan Status Eligible

21 Appendix

22 Liquid Capital – Organizational Chart

23 Experienced Credit Team Key members of Liquid Capital/Line Financial Investment Committee Team

Erica Axani, Chief Risk Officer Ms. Axani is the Chief Risk Officer for Next Edge Capital Corp. (“Next Edge”) and helps to manage all credit, risk, and underwriting within Next Edge’s private lending platform. She also plays a key role in the day-to-day monitoring of our Next Edge Private Debt Fund portfolio, as well as that of any of our underlying credit platforms. Prior to joining Next Edge, Ms. Axani had spent close to 20 years in the factoring and asset based lending industry, with a focus on specialty lending. She has held positions as Chief Accountant, Senior Account Manager, Assistant Vice President and Chief Underwriter, on behalf of a large Canadian institution which specializes in these areas.

Brian Center, President Brian Center serves as the President of Liquid Capital Corp. (“Liquid Capital”). Prior to working with Liquid, Brian spent almost 10 years with Far West Capital culminating in his role as President and Chief Credit Officer. In 2002, Brian was the co-founder and President of Comresco Capital, LLC, a factoring company that was sold to Bibby Financial. Brian has also served in a number of senior management roles in the commercial finance and banking industry and has served on a number of industry and community boards. With over 30 years of experience in the financial sector, Brian uses his passion for working with and growing small and mid-sized businesses to create a value added consultative affiliation with his clients, stakeholders and teams. Brian graduated with honors from Texas Tech University with a Bachelor of Business Administration in Economics. Brian was selected as and is a member of Omicron Epsilon Delta society honoring esteemed academics and performance in the field of Economics.

24 Experienced Credit Team Key members of Liquid Capital/Line Financial Investment Committee Team

Rick Coles, VP and General Counsel Rick likes the challenge of the evolving, multifaceted role he fills at Liquid Capital. As General Counsel, he advises the company on any and all legal matters (projects, products, agreements, etc.), sits on the Credit Committee and is involved in instructing any outside counsel that is retained. His focus is on ABL (asset-based lending), where transactions often go beyond straightforward factoring solutions. Rick was in private practice from 1986 until getting into the ABL field in 2012. Rick has a BA and MBA from the University of Toronto and received his law degree from the University of Western Ontario.

Tammy Kemp, Chief Risk Officer For almost 25 years, Tammy Kemp has honed her experience in all aspects of credit management, with a focus on strategically growing loan portfolios and preserving capital through front-line risk assessment and mitigation. This background perfectly prepared Tammy to assume the role of Vice President, CRO at Liquid Capital, where she and her team are responsible for overseeing the company’s entire portfolio from a risk perspective—for both new and existing transactions. Prior to joining Liquid Capital in 2016, Tammy held senior roles in Canadian alternative and boutique asset based lenders —including Director, Risk and Vice President.

25 Experienced Credit Team Key members of Liquid Capital/Line Financial Investment Committee Team

Sol Roter, Founder and CEO Sol Roter is the current CEO of Liquid Capital, responsible for key decisions related to underwriting, credit, growing the principal network and overall strategy. More than that, as a founding shareholder Sol has been a dedicated driving force behind the company’s success since 1999. Along with helping establish Liquid Capital, he has spent more than 40 years as an entrepreneur and a leader in working capital finance and real estate restructuring.

Robert Thompson-So, Chief Strategy Officer As Liquid Capital’s Chief Strategy Officer since 2013, Robert fills a major organizational role, working within the executive team and with the board of directors to help identify, plan and execute strategic initiatives across various lines of business. These may include capitalization, marketing/sales, structuring, developing new markets, M&A initiatives and more. In the financial services industry since 1992, Robert brings to Liquid Capital a background in capital markets, restructuring, mergers/acquisitions, and investment advisory—all areas that contributed to his interest in alternative investment and financing.

26 Next Edge Capital Organizational Chart

David Scobie, COO Robert Anton, Compliance, Trading, Toreigh Stuart, CEO Managing Director Operations Sales & Product Development

Bruce Fair Cheng Dang Erica Axani Regional Director Vice President of Finance Chief Risk Officer Western Canada

Kathrine Dominguez Ron Shporer James Franz Senior Manager, Sales Strategic Advisor Finance & Operations Quebec

Madeleine Lovelock David Weinstein Farialle Pacha Operations Manager Senior Credit Officer VP Business Development

Vera Zheng Andy Dayes Fabiana Ramos Accountant Strategic Advisor Marketing Manager

Bio-Tech Plus Fund Alicia Lau Brooke Biscoe Portfolio Management Team Administrative Assistant Senior Analyst Eden Rahim Portfolio Manager Strategic Advisor

Mike Bird Dr. John B. Roswell, PHD Associate Portfolio Manager

27 Next Edge Commercial Finance (“NECF”) Organizational Chart

NECF USA NECF CANADA

Vince Mancuso John Levac Managing Partner, US Managing Partner, Canada

John Center Kevin Temke Senior VP, Senior VP, Portfolio Development Originations

Eric Stickney Associate, Portfolio Development

28 Experienced Credit Team Key members of Next Edge Capital/Next Edge Commercial Finance Investment Committee

Erica Axani, Chief Risk Officer Ms. Axani is the Chief Risk Officer for Next Edge Capital Corp. (“Next Edge”) and helps to manage all credit, risk, and underwriting within Next Edge’s private lending platform. She also plays a key role in the day-to-day monitoring of our Next Edge Private Debt Fund Portfolio, as well as that of any of our underlying credit platforms. Prior to joining Next Edge, Ms. Axani had spent close to 20 years in the factoring and asset based lending industry, with a focus on specialty lending. She has held positions as Chief Accountant, Senior Account Manager, Assistant Vice President and Chief Underwriter, on behalf of a large Canadian institution which specializes in these areas.

Brooke Biscoe Brooke Biscoe is an Associate for Next Edge Capital Corp. Brooke’s main role is assessing potential investment opportunities for the fund and the ongoing monitoring of the portfolio. Prior to joining Next Edge, Brooke worked at Standard & Poor’s in Toronto. Brooke started in Credit Estimates group working with mid-market companies in the United States before moving the Canadian Corporate team where he covered Canadian corporate issuers in the transportation, retail, capital goods and gaming sectors. Brooke earned a Bachelor of Commerce from the University of British Columbia and is a Chartered Financial Analyst.

29 Experienced Credit Team Key members of Next Edge Capital/Next Edge Commercial Finance Investment Committee

Jamie Franz Jamie Franz has over 30 years of experience in senior management, investment management, sales management and loan origination for both commercial and consumer banking, asset-based lending and factoring. His main role at Next Edge Capital Corp. is to build and manage the asset-based lending business which is something that he has done over the last 18 years at other institutions. Prior to joining Next Edge Capital Corp., Jamie was a Managing Director at Ares Management, a $121 billion fund manager based in New York. He was a Regional Manager responsible for the Northeast, Midwest and Canada for Ares Commercial Finance, an asset-based lending fund. Jamie sat on both the Management Committee and the Investment Committee and helped grow the fund from $150 million to over $1 billion in less than four years. Prior to that he was a Partner at Keltic Financial Services, a small to midsize asset-based lending firm which Ares purchased in 2014. Jamie has also served in a number of senior management roles in banking with both Citigroup and M&T Bank. He started his career at Pricewaterhouse Coopers after graduating from St. Bonaventure University with a BA in Accounting.

John Levac John Levac has an extensive background in corporate finance which includes; Asset-based lending, distressed debt/CCAA restructuring, real estate, and leasing. In addition to the 20 years in corporate finance, John has spent the last five years in senior roles as an asset advisor for appraisals, auction and liquidation services. His positions included senior roles at RBC Capital Markets, Wells Fargo Foothill, Director of Canada for Gordon Brothers and Accord Financial prior to joining Next Edge Capital Corp. John is a graduate of Laurentian University with an Honors Bachelor of Commerce degree, with concentrations in Finance and Accounting. Mr. Levac is an active member of the Turnaround Management Association (TMA – Toronto Chapter) and the Association for Corporate Growth (ACG).

30 Experienced Credit Team Key members of Next Edge Capital/Next Edge Commercial Finance Investment Committee

Vince Mancuso Vince Mancuso is one of the the founders of Next Edge Commercial Finance and leads our overall U.S. portfolio development strategy, focusing on improving asset growth, client retention, and companywide efficiencies. Vince has spent his entire career in commercial finance, in all facets of the industry, beginning with Relationship Management, and for the last 15 years in Executive Management, growing and leading high performance teams. Vince regularly consults for the World Bank, in conjunction with United Nations’ initiatives; providing training and guidance to emerging economies in historically poverty stricken areas of the world. Vince continues to serve and preserve the commercial finance industry by volunteering for the Commercial Finance Association, and has held a variety of positions within their organization, including Past Executive Committee Member, and current Educational Committee Member and a Mentoring Committee Member. With over 25 years of commercial finance experience, Vince brings expert insights and a collaborative, forward-looking approach.

Toreigh Stuart Toreigh Stuart is the Chief Executive Officer for Next Edge Capital Corp. Toreigh’s main role is assessing and structuring investment opportunities with a focus on ideas which emphasize increased risk-adjusted returns with low levels of correlation to traditional stocks and bonds. Prior to the formation of Next Edge Capital via a management spin-off of the business, Mr. Stuart was the Chief Executive Officer of Man Investments Canada Corp. Subsequently, Mr. Stuart held the position of President and Chief Executive Officer of BluMont Capital, a Toronto-based hedge fund company. Mr. Stuart earned his Bachelor of Arts degree in Economics from University of Toronto, and is a Chartered Financial Analyst. With more than two decades of selecting and monitoring investment managers.

31 Experienced Credit Team Key members of Next Edge Capital/Next Edge Commercial Finance Investment Committee

David Weinstein David Weinstein serves as a Senior Credit Officer at Next Edge and acts as an advisor to the Liquid Capital Investment Committee. David assists in overseeing the credit and operational functions at Next Edge and contributes to our overall strategic vision. Before joining Next Edge, David was a principal and senior underwriter for Ares Commercial Finance, a unit of Ares Management LLC. Previously, he was the managing partner of a boutique investment banking and advisory firm, Lakeside Advisors, and a prior to that, a partner in the management-consulting firm of Morris Anderson & Associates. David also served in senior management and leadership positions with Congress Financial Capital and CIT Group Inc. In addition to his corporate experience, David is the immediate past president of the Connecticut Turnaround Management Association and a past president of the New York City chapter of the Turnaround Management Association. He is a frequent panelist on industry issues and is currently an adjunct faculty member of Pace University’s Lubin School of Business teaching finance.

32 What is Factoring

●● Factoring is the purchase of an invoice at a discount.

●● Factor confirms that invoice is valid and collectible.

●● Clients sell invoices to the factor.

●● The factor “purchases” the invoice; provides cash to the business who sold the invoice; the customer pays factor the value of invoices directly.

●● Fees deducted by factor, Percentage of invoice advanced to client (reverse established).

●● Secured / Unsecured.

●● Notification vs Non-notification.

33 The Liquid Capital Factoring Process

34 For more information please contact:

Next Edge Capital Corp. 1 Toronto Street, Suite 200 Toronto, ON M5C 2V6

Local – 416.775.3600 Toll Free – 877.860.1080

[email protected] www.nextedgecapital.com

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