▸ SoundHound regularly evaluates the need for a valuation allowance on deferred tax assets, considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax· · · ● 1 ▸ Our use and provision of AI-powered solutions could lead to operational or reputational damage, competitive harm, legal and regulatory risk and additional costs.· · ● ● 2 ▸ Regulatory and legislative developments related to the use of AI could adversely affect our use and provision of AI-powered solutions in our products, services and business.· · ● ● 2 ▸ The requirements of being a public company may strain SoundHound’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses may be greater than SoundHound anticipates.· · ● ● 2 ▸ Natural disasters, health epidemics, or other catastrophic events may cause damage or disruption to our operations, commerce and the global economy, and have a negative effect on our business and operations.· ● ● ● 3 ▸ Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions of businesses or technologies.· ● ● ● 3 ▸ Our acquisitions may result in unexpected consequences to our business and results of operations.· ● ● ● 3 rw ▸ The integration of our acquisitions, and in particular, our acquisition of SYNQ3, Amelia, and Interactions, may result in significant accounting charges that adversely affect the financial results of our company.· ● ● ● 3 rw ▸ We may engage in future acquisitions or strategic transactions which may require us to seek additional financing or financial commitments, increase our expenses and/or present significant distractions to our management.· ● ● ● 3 ▸ Effective internal control over financial reporting is necessary to provide reliable financial reports and to assist in the effective prevention or detection of material misstatements due to error or fraud. Any inability to provide reliable financial· · ● · 1 ▸ SoundHound’s international subsidiaries employ workers primarily in Canada, Germany, France and India. Operating in international markets requires significant resources and management attention and subjects it to intellectual property,· · ● · 1 ▸ If intangible assets and goodwill that we recorded in connection with our acquisitions become impaired, we may have to take significant charges against earnings.· ● · · 1 ▸ On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). In particular, sweeping changes were made to the· ● · · 1 ▸ The Amended Charter, Amended & Restated Bylaws of the Company (the "Amended Bylaws"), and Delaware law contain provisions that could depress the trading price of our common stock by acting to discourage, delay, or prevent a· ● · · 1 ▸ There are a number of companies that develop or may develop products that compete in the Voice AI market. The market for SoundHound’s products and technologies is characterized by intense competition, evolving industry and· ● · · 1 ▸ If SoundHound is unable to maintain and enhance its brand or reputation as an industry leader, its operating results may be adversely affected.● ● · · 2 ▸ SoundHound may be subject to securities litigation, which is expensive and could divert management attention.● ● · · 2 ▸ SoundHound’s brand, reputation and ability to attract, retain and serve its customers are dependent in part upon the reliable performance of its products and technologies.● ● · · 2 ▸ SoundHound’s business in China is subject to aggressive competition and is sensitive to economic, market and political conditions.● ● · · 2 ▸ SoundHound’s international operating results may be affected by volatility in currency exchange rates and its ability to effectively manage its currency transaction risks. SoundHound would incur currency transaction risks if SoundHound were● · · · 1 ▸ Adverse conditions in the Voice AI market or the global economy more generally could have adverse effects on SoundHound’s results of operations.● ● ● ● 4 ▸ Adverse economic conditions or reduced technology spending may adversely impact SoundHound's business.● ● ● ● 4 ▸ Cybersecurity and data privacy incidents or breaches may damage client relations and inhibit SoundHound’s growth.● ● ● ● 4 ▸ Delaware law and provisions in our charter documents could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our common stock.● ● ● ● 4 ▸ Forecasts of SoundHound’s market and market growth may prove to be inaccurate, and even if the markets in which it competes achieve the forecasted growth, there can be no assurance that its business will grow at similar rates, or at all.● ● ● ● 4 ▸ If SoundHound spends significant time and effort on research and development and is unable to generate an adequate return on its investment, its results of operations may be materially and adversely affected.● ● ● ● 4 ▸ Interruptions or delays in SoundHound’s services or services from data center hosting facilities or public clouds could impair the delivery of its services and harm its business.● ● ● ● 4 ▸ Low trading volume for SoundHound’s Class A Common Stock would amplify the effect of the above factors on stock price volatility.● ● ● ● 4 rw ▸ Pricing pressures from SoundHound’s customers may adversely affect its results of operations.● ● ● ● 4 ▸ group Risks Applicable to a Dual Class Common Stock Structure● ● ● ● 4 ▸ group Risks Related to SoundHound’s Business and Financial Condition● ● ● ● 4 rw ▸ Risks Related to SoundHound’s Class A Common Stock and the Securities Market● ● ● ● 4 ▸ group Risks Related to our Business and Financial Condition● ● ● ● 4 rw ▸ group Risks Related to our Intellectual Property and Technology● ● ● ● 4 ▸ Risks Related to our Securities and our Dual Class Common Stock Structure● ● ● ● 4 ▸ group Risks Relating to SoundHound’s Intellectual Property and Technology● ● ● ● 4 ▸ Sales to customers outside the United States or customers with international operations and SoundHound’s international sales efforts and operations expose it to risks inherent in international sales and operations.● ● ● ● 4 ▸ SoundHound depends on skilled employees and could be impacted by a shortage of critical skills.● ● ● ● 4 ▸ SoundHound has generated substantial net losses and negative operating cash flows since its inception and may continue to do so for the foreseeable future.● ● ● ● 4 rw ▸ SoundHound may require additional capital to continue its planned business operations but may not be able to obtain such capital when desired on favorable terms, if at all, or without dilution to its stockholders.● ● ● ● 4 rw ▸ SoundHound’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.● ● ● ● 4 ▸ SoundHound’s business is subject to a variety of domestic and international laws, rules, policies and other obligations, including data protection and anticorruption.● ● ● ● 4 ▸ SoundHound’s business is subject to risks, expenses and uncertainties associated with selling its solutions in locations outside the United States that could adversely affect its operating results.● ● ● ● 4 ▸ SoundHound’s failure to effectively manage the risks and uncertainties associated with its existing and planned global operations could limit the future growth of its business and adversely affect its operating results.● ● ● ● 4 ▸ SoundHound’s operating results could be materially and adversely affected if it loses any of its largest customers.● ● ● ● 4 ▸ SoundHound’s operating results may fluctuate significantly from period to period, and this may cause its stock price to decline.● ● ● ● 4 ▸ SoundHound’s plans to expand upon and establish new public cloud-based data centers for its U.S. and international operations may be unsuccessful and may present execution and competitive risks.● ● ● ● 4 ▸ SoundHound’s software products may have bugs, which could result in delayed or lost revenue, expensive correction, liability to its customers and claims against us.● ● ● ● 4 ▸ SoundHound’s stock price and trading volume has fluctuated significantly and may continue to fluctuate significantly in the future.● ● ● ● 4 rw ▸ SoundHound’s strategy to increase cloud connected and embedded products and technologies and expand the number of foreign languages SoundHound understands may adversely affect its near-term revenue growth and results of operations.● ● ● ● 4 ▸ SoundHound’s use of open source technology could impose limitations on its ability to commercialize its software.● ● ● ● 4 ▸ Tax matters may cause significant variability in SoundHound’s operating results and may impact its overall financial condition.● ● ● ● 4 ▸ The Restated Charter provides for a dual-class multiple voting Common Stock structure, and we cannot predict the effect this structure of our common stock may have on the market price of our Class A Common Stock.● ● ● ● 4 rw ▸ The market in which SoundHound operates is highly competitive and rapidly changing and SoundHound may be unable to compete successfully.● ● ● ● 4 ▸ These risks could harm SoundHound’s international operations, increase its operating costs and hinder its ability to grow its international business and, consequently, its overall business and results of operations.● ● ● ● 4 ▸ Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.● ● ● ● 4 ▸ Unauthorized use of SoundHound’s proprietary technology and intellectual property could adversely affect its business and results of operations.● ● ● ● 4 ▸ We do not intend to pay cash dividends for the foreseeable future.● ● ● ● 4 ▸ We may be unable to respond quickly enough to changes in technology and technological risks and to develop its intellectual property into commercially viable products.● ● ● ● 4 
