FORWARD-LOOKING STATEMENTS

THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS AND HISTORICAL INFORMATION PERTAINING TO INFRA-APPAREL GROUPÉ (“INFRA”). THE FORWARD-LOOKING STATEMENTS HEREIN INCLUDE BUSINESS AND FINANCIAL PROJECTIONS THAT MAY PORTRAY THE COMPANY’S BELIEFS AND EXPECTATIONS ABOUT FUTURE PERFORMANCE, WHICH ARE PERIODICALLY IDENTIFIED BY WORDS LIKE “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek” “target,” “will,” AND SIMILAR EXPRESSIONS, TERMS OR PHRASES THAT PREDICT OR INDICATE FUTURE ENDEAVORS, EVENTS OR TRENDS THAT ARE NOT STATEMENTS INDICATIVE OF HISTORICAL MATTERS (“Forward-Looking Statements”).

These Forward-Looking Statements are based on INFRA’s beliefs and assumptions, which in turn are based on currently available information. The sheer nature of these Forward-Looking Statements are prospectively linked to risks and uncertainties which could cause actual results to differ materially from those contained in any of the Forward-Looking Statements and could harm INFRA’s business, prospects, results of operations, liquidity and financial condition, in particular those described herein. In no event can INFRA and its Management be held responsible for any investment or other decision based upon such statements.

Many risks and uncertainties, or other geopolitical or market factors, are beyond INFRA’s ability to control or predict. Important factors that could cause INFRA’s actual results to differ materially from those indicated in the Forward-Looking Statements include, among others: the ability of INFRA’s licensed third-party operating partners to maintain key assumptions in their business plans or models, maintain their license agreements or their ability to maintain, market, sell or service products at the highest quality INFRA anticipate, INFRA’s ability to retain and negotiate favorable licenses, INFRA’s ability to meet its outstanding debt obligations and other events or risks from time-to-time (the “Risk Factors”).

This presentation and its accompanying financial statements contains projections which are based on numerous assumptions about revenue, margins, competitive factors, industry performance, general business and economic conditions and other factors which cannot be accurately predicted. Any information provided herein related to periods subsequent to the date of this presentation shall be deemed projections for purposes hereof.

Although INFRA believes that such assumptions are reasonable, they may be incomplete or incorrect, and unanticipated events and circumstances may occur. The projects are subject to changes in the foreign markets, financial, political, and legal conditions of the territories we operate in: including uncertainties inherent in any attempt to predict the results of operations for a company over a prolonged period. Therefore, the actual results of operations are likely to vary from the projections and the variations may be material and adverse. The projections should not be regarded as a representation or prediction that INFRA will achieve or is likely to achieve any particular results. The financial projections have not been prepared, reviewed, or compiled by any firm of independent accountants.

FINANCIAL INFORMATION / NON-GAAP FINANCIALS

THE FINANCIAL INFORMATION AND DATA CONTAINED IN THIS PRESENTATION IS UNAUDITED. ACCORDINGLY, SUCH INFORMATION AND DATA MAY NOT BE INCLUDED IN, MAY BE ADJUSTED IN OR MAY BE PRESENTED DIFFERENTLY IN, ANY PROXY STATEMENT, REGISTRATION STATEMENT, OR PROSPECTUS PRESENTED BY INFRA. SOME OF THE FINANCIAL INFORMATION AND DATA CONTAINED IN THIS PRESENTATION, SUCH AS EBIT, EBITDA AND FREE CASH FLOW, HAVE NOT BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“GAAP”).

EBIT is defined as net income before interest expense and income tax expense, and EBITDA is defined as net income before interest expense, income tax expense, depreciation and amortization. Free Cash Flow is defined as EBITDA, less total cash taxes, changes in net working capital, and capital expenditures. These measures are not measurements of INFRA’s financial performance under GAAP and should not be considered in isolation or as alternatives to net income, net cash flows provided by operating activities, total net cash flows or any other performance measures derived in accordance with GAAP or as alternatives to net cash flows from operating activities or total net cash flows as measures of INFRA’s liquidity. INFRA believes EBIT and EBITDA provide useful information to management and investors regarding certain financial and business trends relating to INFRA’s financial condition and results of operations. INFRA believes that the use of EBIT and EBITDA provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing INFRA’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider EBIT or EBITDA in isolation or as alternatives to financial measures determined in accordance with GAAP. The use of EBIT and EBITDA instead of GAAP measures has limitations as an analytical tool, and you should not consider EBIT or EBITDA in isolation, or as a substitute for analysis of INFRA’s results of operations and operating cash flows as reported under GAAP. For example, EBIT and EBITDA do not reflect INFRA’s cash expenditures or future requirements for capital expenditures; do not reflect changes in, or cash requirements for, INFRA’s working capital needs; do not reflect interest expense; and do not reflect any cash income taxes that INFRA may be required to pay. In addition, EBITDA does not reflect depreciation or amortization of assets over their estimated useful lives or any cash requirements for the replacement of such assets and does not reflect non-cash income or expense items that are reflected in INFRA’s statements of cash flows. Free Cash Flow has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, analysis of INFRA’s results as reported under GAAP. For example, Free Cash Flow does not reflect principal payments on capital lease obligations; does not reflect dividend payments, if any; and does not reflect the cost of acquisitions. IINFRA’s definitions of and methods of calculating these non-GAAP financial measures vary from the definitions and methods used by other companies, which may limit their usefulness as comparative measures. INFRA prepared the information included in this presentation based upon available information and assumptions and estimates that it believes are reasonable. INFRA cannot assure you that their estimates and assumptions will prove to be accurate. You should review INFRA’s audited financial statements, which will be included in the registration statement relating to the proposed transactions. In addition, all INFRA’s historical financial information included herein is preliminary and subject to change.

INDUSTRY, MARKET, RETAIL & CLIENTELE DATA

THIS PRESENTATION CONTAINS INDUSTRY AND MARKET DATA THAT WAS SOURCED FROM THIRD-PARTY PUBLICATIONS AND RESEARCH REPORTS THAT BARE NO DIRECT REGARD TO OUR BUSINESS AND OPERATING MODEL. INFRA HAS NOT INDEPENDENTLY VERIFIED ANY DATA OBTAINED FROM THIRD-PARTY SOURCES AND NEITHER THEY OR INFRA CANNOT ASSURE THE FULL CONTEXT, ACCURACY OR COMPLETENESS OF THE DATA (“third- party data”).

Third-party data may be or is subject to change. INFRA does not claim that any third-party data or this presentation is all-inclusive or contains all of the information that may be required to fully analyze INFRA, its operations or any proposed transactions. Viewers of this presentation should individually evaluate INFRA, the reasonableness, the relevance and adequacy of the information and third-party data contained herein and should make additional investigations as they deem necessary.

Information in this presentation about brands or products not owned, licensed or partnered with INFRA is derived from figures published by brand operators or manufacturers and other publicly available information. INFRA has not independently verified the data obtained from these sources, neither they or INFRA cannot assure the data’s full context, accuracy or completeness.

A verity of brands INFRA operates are in early stage development in the territories we operate, or in early-stage dealmaking with brand operators in the territories we operate, and key operating assumptions are subject to change. Additionally, investments in all brands INFRA operates may be conditional on 1) approval from three Chinese governmental authorities (being NDRC, MOFCOM and SAFE), 2) the registration of the brand operating entities and subsidiaries in intended domiciles, 3) the final approval by Chinese governmental authority CTMO of any pending brand trademarks that remain unregistered (together, the “Chinese Authority Approvals”) and INFRA does not assure the expediency or approval from these governmental authorities.

USE OF PROJECTIONS

THIS PRESENTATION CONTAINS PROJECTED FINANCIAL INFORMATION WITH RESPECT TO INFRA AND ITS PROPOSED BUSINESS COMBINATIONS, SPECIFICALLY REVENUE, COST OF GOODS SOLD, GROSS PROFIT, CAPITAL EXPENDITURES, EBIT, EBITDA, AND FREE CASH FLOW FROM 2023-2029 AND THIS PROJECTED FINANCIAL INFORMATION CONSTITUTES FORWARD-LOOKING INFORMATION (“forward-looking information”)

Forward-looking information may contain assumptions beyond INFRA’s direct control, is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. There are underlying uncertainties with assumptions and estimates in such projected financial information that may be subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Neither the independent auditors of INFRA nor the independent registered public accounting firm of INFRA has audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation.

TRADEMARKS

This presentation contains trademarks, service marks, trade names and copyrights of INFRA, and other companies, which are the property of their respective owners. Grant and access to this presentation does not grant rights or ownership to this content.

NO OFFER OR SOLICITATION

This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

RISK FACTORS

OUR BUSINESS, MODEL, ABILITY TO EXECUTE OUR STRATEGY, PROPOSED FUND AND YOUR INVESTMENT IN OUR SECURITIES ARE SUBJECT TO NUMEROUS RISKS. PRIOR TO MAKING ANY DECISION TO INVEST IN OUR FUND OR ANY SECURITIES OFFERED HEREIN, YOU SHOULD CONSIDER ALL PLAUSIBLE RISKS AND UNCERTAINTIES WITH RESPECT TO SUCH INVESTMENT. THESE RISKS ARE INCLUDING, BUT NOT LIMITED TO, BUSINESS, INDUSTRY AND MARKET RISKS AS FOLLOWS:


      • The markets we operate in are emerging and are subject to political risks, economic risks, and currency risks, that may cause certain governmental volatilities, monetary investment challenges or currency devaluations.
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      • The Covid-19 pandemic continues to create challenging uncertainties in the industry and markets we operate in and my materially impact our operating ability and financial position.
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      • The intimate & fashion, scent & complexion and selective retail segments of Après-Luxury markets are highly fragmented and competitive, and INFRA may not successful compete in these industry segments.
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      • INFRA’s limited operating history may challenge your ability to accurately evaluate its business and future prospects and may increase risk to your investment.
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      • INFRA has incurred net losses in each year of its operations and continues to anticipate increased expenses though the growth stages of its investments, as well as losses for the foreseeable future.
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      • INFRA’s may market and sell a portion of its products though third-party channels that it may not entirely directly control.
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      • INFRA’s operating and financial modeling results forecasts were independently formulated. Theres a risk that these models may prove inaccurate.
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      • INFRA’s ability to develop robust sales channels are dependent of developing a clientele centric culture, maintaining confidence in clienteles, analysts and other industry partners.
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      • INFRA’s success is dependent on developing a clientele centric culture which requires the convergence of clienteles insight and the development of a robust clientele loyalty program, which may be challenging to implement or sustain due to stringent data regulations in Europe and China that present a myriad of hurdles that make collecting customer information more difficult.
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      • Launching new paradigm brands requires a new playbook to launch, scale and differentiate INFRA’s labels and products, as regulations and rising costs mean performance marketing can no longer serve the critical role it once did for new paradigm brands.
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      • INFRA may face difficulties in finding new growth trajectories as new paradigm brands in Après- Luxury positioning require finding market positions that are targeted and niche.
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      • Paid advertising on digital platforms no longer provide as clear a path to growth for new paradigm brands as they once did, and the ability of brands to target customers with advertising that matches their interests will continue to be severely curtailed as stringent clientele privacy laws will continue to be implemented in the territories we operate.