S2P Case Study

Risk factors (cont'd) + The NMMC board has not obtained, and may not obtain, a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination. Significant legal actions could subject us to substantial uninsured liabilities. Concentration of ownership among our existing equityholders may prevent new investors from influencing significant corporate decisions. + Changes in tax laws may materially adversely affect the Combined Company's financial condition, results of operations and cash flows. As a result of the Business Combination, the Combined Company's tax obligations and related filings may become significantly more complex and subject to greater risk of audit or examination by taxing authorities, and outcomes resulting from such audits or examinations could adversely impact the Combined Company's after-tax profitability and financial results. Additionally, future tax legislative or regulatory changes in any jurisdiction in which the Combined Company will operate or have subsidiaries could result in changes to the taxation of the Combined Company's income and operations, which could cause the Combined Company's after-tax profitability to be lower than anticipated. Our ability to successfully effect the Business Combination and the Combined Company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Corcentric, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. There can be no assurance that the Combined Company's common stock will be approved for listing on Nasdaq or that the Combined Company will be able to comply with the continued listing standards of Nasdaq. Subsequent to the consummation of the Business Combination, the Combined Company may be required to take write-downs or write-offs, or the Combined Company may be subject to restructuring, impairment or other charges, that could have a significant negative effect on the Combined Company's financial condition, results of operations and the price of our common stock, which could cause you to lose some or all of your investment. + The Combined Company will qualify as an "emerging growth company" within the meaning of the Securities Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make the Combined Company's securities less attractive to investors and may make it more difficult to compare the Combined Company's performance to the performance of other public companies. If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding the Combined Company's securities adversely, the price and trading volume of the Combined Company's securities could decline. corcentric 48

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