E2open Parent Holdings, Inc.

Rogers, Arkansas · Moonee Ponds, Australia

Naples, Florida · Shanghai, China

Holland, Michigan · Tranbjerg, Denmark

Keego Harbor, Michigan · Bad Homburg, Germany

Parsippany, New Jersey · Karlsruhe, Germany

Kowloon, Hong Kong

Bangalore, India

Hyderabad, India

Pune, India

Kuala Lumpur, Malaysia

Dordrecht, Netherlands

Christchurch, New Zealand

Lima, Peru

Manchester, United Kingdom

Our data centers are operated through co-location facilities, where we provide our own equipment to be used in leased space. While the data center space is leased, we own all the equipment that sits within those data centers. We also have managed service locations, where we do not own any equipment and do not have access to the facilities. A third party manages the data center operations and equipment. We utilize and optimize data centers and public cloud services throughout the world to attain secure application availability, at a minimum, of 99.5% uptime infrastructure. The following table sets forth our material technology infrastructure, including location and function, for our properties throughout the world (all of which are leased).

Location · Function

San Jose, California · Production, Configuration, Disaster Recovery

Sunnyvale, California · Development, Staging

Denver, Colorado · Disaster Recovery, Production

Chicago, Illinois · Production, Configuration, Disaster Recovery

Shanghai, China · Production, Disaster Recovery, Staging, Communication

Hong Kong · Production, Disaster Recovery, Staging, Communication

Ballerup, Denmark · Development, Production

Frankfurt, Germany · Production, Staging

Amsterdam, Netherlands · Production

London, United Kingdom · Production

Manchester, United Kingdon · Production, Staging

• Changes in the global economic environment, tariffs, inflation, elevated interest rates, recessions or prolonged periods of slow economic growth, and economic instability and actual and threatened geopolitical conflict, could have an adverse effect on our industry and business, as well as those of our clients and suppliers.
• Adverse or weakened general economic and market conditions may reduce spending on supply chain technology and information, which could harm our revenue, results of operations and cash flows.
• We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain clients and would impede the growth of our business.
• Our substantial level of indebtedness and significant leverage may materially adversely affect our ability to fund our operations and limit our ability to react to changes in the economy or our industry.
• Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
• Our debt agreements contain restrictions that limit our flexibility in operating our business.
• We may not be able to generate sufficient cash to service all of our indebtedness, and we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.
• Our business depends on clients renewing their subscription agreements. Any decline in renewal or net retention rates could harm our future operating results.
• Our largest revenue clients have substantial negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue and lower average selling prices and gross margins, all of which could harm our results of operations.
• Given many of our key clients are large enterprise clients, our sales cycle is longer and more expensive, and we may encounter pricing pressure and implementation and configuration challenges.
• If we are unable to sell products to new clients or to sell additional products or upgrades to our existing clients, it will adversely affect our revenue growth and operating results.
• Our ability to grow our business is dependent in part on the strategic relationships we develop and maintain with third parties.
• Our ability to develop our brand is important for our continued success.
• Delays in implementing our products could adversely impact our business, results of operations, cash flows and financial condition.
• Because we generally recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.
• We have experienced rapid growth in historic periods that may not be indicative of our future growth.
• If we fail to maintain adequate operational and financial resources, we may be unable to execute our business plan or maintain high levels of service and client satisfaction.
• Our success depends in part on our ability to develop and market new and enhanced solutions modules, and we may not be able to do so, or do so quickly enough to respond to changes in demand. Even if we anticipate changes in demand, it may be difficult for us to transition existing clients to new versions of our solutions.
• The market for cloud-based SCM solutions is still evolving. If this market develops more slowly than we expect, our revenue may fail to grow or decline, and we may incur additional operating losses.
• Cyber-attacks and security vulnerabilities could result in serious harm to our reputation, business and financial condition.
• If we fail to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others or ourselves, our products may become less competitive or obsolete and our results of operations would be harmed.
• Integration of AI into our software solutions presents a number of risks that could materially affect our financial condition and operations.
• We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.
• Inability to attract, integrate and retain management and other personnel could adversely impact our business, results of operations, cash flows and financial condition.
• Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
• Because our long-term success depends on our ability to operate our business internationally and increase sales of our products to clients located outside of the United States, our business is susceptible to risks associated with international operations.
• Our operating results include foreign currency gains and losses.
• Interruptions or performance problems associated with our products, including disruptions at any third-party data center upon which we rely, may impair our ability to support our clients.
• The information we source from third parties for inclusion in our knowledge databases may not be accurate and complete. Our trade experts may make errors in interpreting legal and other requirements when processing this information and our trade content may not be updated on a timely basis, which can expose our clients to fines and other substantial claims and penalties.
• Interruptions or performance problems associated with our internal infrastructure, and its reliance on technologies from third parties, may adversely affect our ability to manage our business and meet reporting obligations.
• We leverage third-party software for use with our solution. Performance issues, errors and defects or failure to successfully integrate or license necessary third-party software could cause delays, errors or failures of our solution, increases in our expenses and reductions in our sales, which could materially and adversely affect our business and results of operations.
• CC Capital, Insight Partners, Francisco Partners and Temasek and their respective affiliates beneficially own a significant equity interest in us and all have representation on our board of directors, except Francisco Partners, and their interests may conflict with our or your interests.
• We may issue additional shares of our Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.
• If analysts do not publish or cease publishing research or reports about us, our business or our market, or if they adversely change their recommendations regarding our Class A Common Stock, then the price and trading volume of our securities could decline.
• We may amend the terms of the warrants in a manner that may be adverse to holders of the public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of Class A Common Stock purchasable upon exercise of a warrant could be decreased, all without your approval.
• Our warrants may have an adverse effect on the market price of our Class A Common Stock.
• We are a holding company and our only material asset is our interest in E2open Holdings, and we are accordingly dependent upon distributions made by our subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.
• Pursuant to the Tax Receivable Agreement associated with the Business Combination Agreement, we are required to pay certain sellers 85% of the tax savings that we realize as a result of increases in tax basis in E2open Holdings. These payments may be substantial, as well as exceed actual tax benefits. The timing of these payments may also be accelerated.
• Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation.
• We may be sued by third parties for various claims including alleged infringement of proprietary intellectual property rights.
• We are subject to sanctions, anti-corruption, anti-bribery and similar laws, and non-compliance with such laws can subject us to criminal penalties or significant fines and harm our business and reputation.
• Changes in tax laws or regulations in the various tax jurisdictions we are subject to that are applied adversely to us or our paying clients could increase the costs of our products and services and harm our business.
• Our ability to use our net operating loss carryforwards may be subject to limitation.
• Privacy concerns and laws, evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our products and adversely affect our business.
• Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our platform and could harm our business.