S2P Case Study

Risk factors (cont'd) + Corcentric uses open source software in its products, and any failure to comply with the terms of one or more of these open source licenses could negatively affect its business or subject it to litigation. Changes to payment card networks fees or rules could harm Corcentric's business. Corcentric's customers may fail to pay it in accordance with the terms of their agreements, necessitating claims or litigation by Corcentric to compel payment. + Corcentric may require additional capital to support the growth of its business, and this capital might not be available on acceptable terms, if at all. Corcentric will incur increased costs as a result of operating as a public company, and its management will be required to devote substantial time to compliance with its public company responsibilities and corporate governance practices. + A limited number of relationships are responsible for a significant portion of Corcentric's revenue and cash flow. A decrease in sales to these customers could materially harm Corcentric's business and operating results. Corcentric's private commerce network solutions, which rely on suppliers to provide discounts on aggregated purchases, compete with those suppliers' efforts to sell directly to customers. As a result, suppliers may limit or terminate their participation in Corcentric's private commerce network solutions if the prices that they receive for products purchased through its solutions become too low. Corcentric relies on fees and rebates that it receives from its private commerce network solutions suppliers. The failure to maintain contracts with these private commerce network solutions suppliers could adversely affect Corcentric's business, financial condition and results of operations. Corcentric's debt obligations, or its incurrence of additional debt obligations, could limit its flexibility in managing its business and could materially and adversely affect its financial performance. Risks Related to the Business Combination: The consummation of the Business Combination is subject to a number of conditions and if those conditions (including stockholder approval and certain regulatory approvals) are not satisfied or waived, the Business Combination may not be completed. If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of our securities or, following the consummation of the Business Combination, the Combined Company's securities, may decline. + Following the consummation of the Business Combination, the Combined Company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations. The Combined Company's failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could negatively impact its business. The SEC has recently issued guidance on the accounting treatment of warrants. NMMC has accounted for its outstanding public warrants and private placement warrants as a warrant liability and will be required to determine the value of the warrant liability quarterly, which could have a material impact on its financial position and operating results. Such guidance may also require NMMC to restate or revise its financial statements, make a new SEC filing or file amendments to existing filings or amend certain provisions of the warrant agreement. corcentric 47

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