Getty SPAC Presentation Deck

Risk Factors (Cont'd) Risks Relating to Legal and Regulatory Matters An increase in government regulation of the industries and markets in which we operate, including with respect to the internet and e-commerce, could have a negative impact on our business. Our operations may expose us to greater than anticipated income and transaction tax liabilities that could harm our financial condition and results of operations. We collect, store, process, transmit and use personally identifiable information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, information security and data protection in many jurisdictions .Any cybersecurity breaches or our actual or perceived failure to comply with such legal obligations by us, our third-party service providers or our partners, could harm our business. We are subject to payments-related risks that may result in higher operating costs or the inability to process payments, either of which could harm our financial condition and results of operations. If our goodwill or other intangible assets become impaired, we may be required to record a significant charge to earnings. Our ability to obtain additional capital on commercially reasonable terms may be limited. We are currently subject to various litigation matters, the unfavorable outcomes of which might have a material adverse effect on our financial condition, operating results and cash flow. Risks Related to CC Neuberger Principal Holdings Il's Securities If the Business Combination's benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of CC Neuberger Principal Holdings Il's securities may decline after the closing of the Business Combination. An active trading market for CC Neuberger Principal Holdings Il's Class A ordinary shares may not be available on a consistent basis to provide shareholders with adequate liquidity. The share price may be extremely volatile, and shareholders could lose a significant part of their investment. CC Neuberger Principal Holdings Il's Class A ordinary shares may fail to meet the continued listing standards of The New York Stock Exchange ("NYSE"), and additional shares may not be approved for listing on NYSE. Because the Company has no current plans to pay cash dividends for the foreseeable future, you may not receive any return on investment unless you sell your shares for a price greater than that which you paid for them. If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding the Company's securities adversely, the price and trading volume of the Company's securities could decline. Risks Related to CC Neuberger Principal Holdings II and the Business Combination The combined company will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations. The Post-Combination Company's management team will have limited experience managing a public company. CC Neuberger Principal Holdings II Sponsor LLC ("Sponsor") and each of CC Neuberger Principal Holdings Il's officers and directors agreed to vote in favor of the Business Combination, regardless of how CC Neuberger Principal Holdings Il's other shareholders vote. Since the Sponsor and CC Neuberger Principal Holdings Il's directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of CC Neuberger Principal Holdings Il's other shareholders, a conflict of interest may exist in determining whether the Business Combination with the Company is appropriate as CC Neuberger Principal Holdings Il's initial business combination. Such interests include that the Sponsor and CC Neuberger Principal Holdings Il's directors and executive officers, may lose their entire investment if a business combination is not completed, and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the proposed Business Combination, even if it is with a less favorable target company or on less favorable terms to shareholders, rather than liquidate CC Neuberger Principal Holdings II. The ability to successfully effect the Business Combination and to be successful thereafter will be totally dependent upon the efforts of key personnel, some of whom may be from CC Neuberger Principal Holdings II and the Company, and some of whom may join the Post-Combination Company following the initial Business Combination. The loss of key personnel or the hiring of ineffective personnel after the Business Combination could negatively impact the operations and profitability of the post-combination business. CC Neuberger Principal Holdings II and the Company expect to incur significant transaction costs in connection with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for corporate purposes by CC Neuberger Principal Holdings II if the Business Combinations not completed. As a private company, the Company has not been required to document and test its internal controls over financial reporting, nor has management been required to certify the effectiveness of its internal controls, and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, the Post-Combination Company may identify material weaknesses in its internal control over financial reporting which could lead to errors in the Post- Combination Company's financial reporting, which could adversely affect the Post-Combination Company's business and the market price of the Post-Combination Company's securities. The ability of CC Neuberger Principal Holdings Il's shareholders to exercise redemption rights with respect to a large number of outstanding CC Neuberger Principal Holdings II Class A ordinary shares could increase the probability that the Business Combination would be unsuccessful. CC Neuberger Principal Holdings II is not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, CC Neuberger Principal Holdings Il's shareholders may have no assurance from an independent source that the price CC Neuberger Principal Holdings II is paying for the business is fair to CC Neuberger Principal Holdings Il's shareholders from a financial point of view. The CC Neuberger Principal Holdings II board has not obtained (as of the date of this presentation) a third-party valuation or financial opinion in determining whether to proceed with the Business Combination, and may not obtain such a valuation or opinion. The Company's operating and financial forecasts, which were presented to the CC Neuberger Principal Holdings II Board of Directors, may not prove accurate. The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. Past performance by CC Neuberger Principal Holdings II, including its management team and affiliates, may not be indicative of future performance of an investment in CC Neuberger Principal Holdings II or the Post-Combination Company. gettyimages 52