Common use of Dividend Policy Clause in Contracts

Dividend Policy. STPC has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the future will be dependent upon New Xxxxxx Xxxx’x revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of New Xxxxxx Xxxx’x board of directors at such time. New Xxxxxx Xxxx’x ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing. Xxxxxx Xxxx Historical market price information for Xxxxxx Xxxx’x capital stock is not provided because there is no public market for Xxxxxx Xxxx’x capital stock. See “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 111. FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of STPC and Xxxxxx Xxxx. These statements are based on the beliefs and assumptions of the management of STPC and Xxxxxx Xxxx. Although STPC and Xxxxxx Xxxx believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC nor Xxxxxx Xxxx can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of STPC and Xxxxxx Xxxx on the expected terms and schedule; • realize the benefits expected from the proposed merger; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New Xxxxxx Xxxx’x securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basis; • anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets; • successfully defend litigation; and • successfully deploy the proceeds from the merger. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the merger; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on business, financial condition and results of operations of Xxxxxx Xxxx. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC or Xxxxxx Xxxx assess the impact of all such risk factors on the business of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to STPC or Xxxxxx Xxxx or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC or Xxxxxx Xxxx, as applicable, on the relevant subject. These statements are based upon information available to STPC or Xxxxxx Xxxx, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC or Xxxxxx Xxxx, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of Xxxxxx Xxxx’x management, which in turn are based upon Xxxxxx Xxxx’x management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Xxxxxx Xxxx is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus. RISK FACTORS In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed. References in this section to “we,” “our,” or “us” generally refer to Xxxxxx Xxxx, unless otherwise specified.

Dividend Policy. STPC has We have not declared or paid any cash dividends on its our common stock to date and does not presently intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the retain our future will be dependent upon New Xxxxxx Xxxx’x revenues and earnings, if any, capital requirements to fund the development and general financial condition subsequent to completion growth of the merger. The payment of our business and, therefore, do not anticipate paying any cash dividends subsequent in the foreseeable future. CAPITALIZATION We have two authorized classes of stock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized). The following table sets forth our cash and cash equivalents and capitalization as of [*]. Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000,000 shares; Issued and Outstanding: none - Common stock, $0.001 par value; Authorized: 80,000,000 shares; Issued and Outstanding: [*] shares Additional paid-in capital 262,507,000 Accumulated other comprehensive loss (288,000 ) Accumulated deficit (258,075,000 ) Total stockholders' equity/capitalization 3,912, 000 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS The discussion and analysis presented below refer to and should be read in conjunction with the merger will be within the discretion of New Xxxxxx Xxxx’x board of directors at such timeaudited financial statements and related notes, each included elsewhere in this information statement. New Xxxxxx Xxxx’x ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing. Xxxxxx Xxxx Historical market price information for Xxxxxx Xxxx’x capital stock is not provided because there is no public market for Xxxxxx Xxxx’x capital stock. See “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 111. FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA This proxy statement/prospectus includes The following discussion may contain forward-looking statements regardingthat reflect our plans, estimates and beliefs. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among other thingsothers, the plans, strategies and prospects, both business and financial of STPC and Xxxxxx Xxxx. These statements are based on the beliefs and assumptions of the management of STPC and Xxxxxx Xxxx. Although STPC and Xxxxxx Xxxx believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC nor Xxxxxx Xxxx can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are generally identify “forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of STPC and Xxxxxx Xxxx on the expected terms and schedule; • realize the benefits expected from the proposed merger; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New Xxxxxx Xxxx’x securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basis; • anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets; • successfully defend litigation; and • successfully deploy the proceeds from the merger. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereofthe statements were made. You should understand that the following important factors, The matters discussed in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the these forward-looking statements in this proxy statement/prospectus: • any delay in closing of the merger; • risks related are subject to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigationrisks, complaints, product liability claims and/or adverse publicity; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on business, financial condition and results of operations of Xxxxxx Xxxx. These uncertainties and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC or Xxxxxx Xxxx assess the impact of all such risk factors on the business of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained made, projected or implied in any the forward-looking statements. All forward-looking statements attributable Factors that could cause or contribute to STPC or Xxxxxx Xxxx or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC or Xxxxxx Xxxx, as applicable, on the relevant subject. These statements are based upon information available to STPC or Xxxxxx Xxxx, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC or Xxxxxx Xxxx, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of Xxxxxx Xxxx’x management, which in turn are based upon Xxxxxx Xxxx’x management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Xxxxxx Xxxx is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including differences include those discussed under the heading below and elsewhere in this information statement, particularly in “Risk Factors” and “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus. RISK FACTORS In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Concerning Forward-Looking Statements,.” you should carefully consider We believe the following risk factors in deciding how to vote on assumptions underlying the proposals presented in this proxy statement/prospectusfinancial statements are reasonable. Although we have organized risks generally according to these categories However, the financial statements included herein may not necessarily reflect our results of operations, financial position and cash flows in the discussion belowfuture. Overview We are a digital advertising solutions company that provides relevant solutions for search and display advertising customers, many organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Nxxxxxxx.xx, (iv) ShopWiki and (v) web searches. In addition, we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines of business through the risks may have ramifications creation of content sites directed at ecommerce verticals. LS operates its partnership and each line of business, while being related to the others in more than one categoryterms of shared resources, as separate business lines with their own core management, profits and losses, and the ability to operate independently as separate businesses. These categoriesAs a result, therefore, should be viewed this separation of business lines allows us to operate effectively as a starting point for understanding the significant risks facing us holding company and not as a limitation on capital allocator to each of its separate businesses with the potential impact goal of finding mispriced assets in the matters discussed. References in this section public and private markets and subsequently taking those assets to “we,” “our,” or “us” generally refer to Xxxxxx Xxxx, unless otherwise specifiedcreate scalable and sustainable businesses that may then be monetized for the ultimate benefit of our stockholders.

Dividend Policy. STPC has We have not declared or paid any cash dividends on its our common stock to date and does not presently intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the retain our future will be dependent upon New Xxxxxx Xxxx’x revenues and earnings, if any, capital requirements to fund the development and general financial condition subsequent to completion growth of the merger. The payment of our business and, therefore, do not anticipate paying any cash dividends subsequent in the foreseeable future. CAPITALIZATION We have two authorized classes of stock: Convertible Preferred Stock (5,000,000 shares authorized), and Common Stock (80,000,000 shares authorized). The following table sets forth our cash and cash equivalents and capitalization as of [*]. Stockholders' equity: Convertible preferred stock, $0.001 par value; Authorized: 5,000,000 shares; Issued and Outstanding: none - Common stock, $0.001 par value; Authorized: 80,000,000 shares; Issued and Outstanding: [*] shares Additional paid-in capital 262,507,000 Accumulated other comprehensive loss (288,000 ) Accumulated deficit (258,075,000 ) Total stockholders' equity/capitalization 3,912, 000 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS The discussion and analysis presented below refer to and should be read in conjunction with the merger will be within the discretion of New Xxxxxx Xxxx’x board of directors at such timeaudited financial statements and related notes, each included elsewhere in this information statement. New Xxxxxx Xxxx’x ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing. Xxxxxx Xxxx Historical market price information for Xxxxxx Xxxx’x capital stock is not provided because there is no public market for Xxxxxx Xxxx’x capital stock. See “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 111. FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA This proxy statement/prospectus includes The following discussion may contain forward-looking statements regardingthat reflect our plans, estimates and beliefs. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions, among other thingsothers, the plans, strategies and prospects, both business and financial of STPC and Xxxxxx Xxxx. These statements are based on the beliefs and assumptions of the management of STPC and Xxxxxx Xxxx. Although STPC and Xxxxxx Xxxx believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC nor Xxxxxx Xxxx can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are generally identify “forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of STPC and Xxxxxx Xxxx on the expected terms and schedule; • realize the benefits expected from the proposed merger; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New Xxxxxx Xxxx’x securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basis; • anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets; • successfully defend litigation; and • successfully deploy the proceeds from the merger. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereofthe statements were made. You should understand that the following important factors, The matters discussed in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the these forward-looking statements in this proxy statement/prospectus: • any delay in closing of the merger; • risks related are subject to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigationrisks, complaints, product liability claims and/or adverse publicity; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on business, financial condition and results of operations of Xxxxxx Xxxx. These uncertainties and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC or Xxxxxx Xxxx assess the impact of all such risk factors on the business of STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained made, projected or implied in any the forward-looking statements. All forward-looking statements attributable Factors that could cause or contribute to STPC or Xxxxxx Xxxx or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC and Xxxxxx Xxxx prior to the merger, and New Xxxxxx Xxxx following the merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC or Xxxxxx Xxxx, as applicable, on the relevant subject. These statements are based upon information available to STPC or Xxxxxx Xxxx, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC or Xxxxxx Xxxx, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of Xxxxxx Xxxx’x management, which in turn are based upon Xxxxxx Xxxx’x management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Xxxxxx Xxxx is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including differences include those discussed under the heading below and elsewhere in this information statement, particularly in “Risk Factors” and “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus. RISK FACTORS In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Concerning Forward-Looking Statements,.” you should carefully consider We believe the following risk factors in deciding how to vote on assumptions underlying the proposals presented in this proxy statement/prospectusfinancial statements are reasonable. Although we have organized risks generally according to these categories However, the financial statements included herein may not necessarily reflect our results of operations, financial position and cash flows in the discussion belowfuture. Overview We are a digital advertising solutions company that provides relevant solutions for search and display advertising customers, many organized along five lines of business: (i) Clickable, (ii) LookSmart AdCenter, (iii) Xxxxxxxx.xx, (iv) ShopWiki and (v) web searches. In addition, we formed a partnership with Conversion Media Holdings, LLC, which supports its other lines of business through the risks may have ramifications creation of content sites directed at ecommerce verticals. LS operates its partnership and each line of business, while being related to the others in more than one categoryterms of shared resources, as separate business lines with their own core management, profits and losses, and the ability to operate independently as separate businesses. These categoriesAs a result, therefore, should be viewed this separation of business lines allows us to operate effectively as a starting point for understanding the significant risks facing us holding company and not as a limitation on capital allocator to each of its separate businesses with the potential impact goal of finding mispriced assets in the matters discussed. References in this section public and private markets and subsequently taking those assets to “we,” “our,” or “us” generally refer to Xxxxxx Xxxx, unless otherwise specifiedcreate scalable and sustainable businesses that may then be monetized for the ultimate benefit of our stockholders.

Dividend Policy. STPC Software Acquisition Group has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the future will be dependent upon New Xxxxxx Xxxx’x CuriosityStream’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of New Xxxxxx Xxxx’x CuriosityStream’s board of directors at such time. New Xxxxxx Xxxx’x CuriosityStream’s ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing. Xxxxxx Xxxx CuriosityStream Historical market price information for Xxxxxx Xxxx’x CuriosityStream’s capital stock is not provided because there is no public market for Xxxxxx Xxxx’x CuriosityStream’s capital stock. See “Xxxxxx Xxxx’x CuriosityStream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” beginning on page 111. FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA This proxy statement/prospectus statement includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial financial, of STPC Software Acquisition Group and Xxxxxx XxxxCuriosityStream. These statements are based on the beliefs and assumptions of the management of STPC Software Acquisition Group and Xxxxxx XxxxCuriosityStream. Although STPC Software Acquisition Group and Xxxxxx Xxxx CuriosityStream believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC Software Acquisition Group nor Xxxxxx Xxxx CuriosityStream can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus statement include, but are not limited to, statements about the ability of STPC Software Acquisition Group and Xxxxxx Xxxx CuriosityStream prior to the merger, and New Xxxxxx Xxxx CuriosityStream following the merger, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of STPC and Xxxxxx Xxxx Software Acquisition Group on the expected terms and schedule; • realize the benefits expected from the proposed merger; • attract and retain sponsors; • effectively market for online sponsorship; • anticipate trends in video consumption; • significantly increase its subscriber base and retain subscribers; • increase its subscriber hours • compete for subscribers and sponsorship spending with other content services; • continue operating under existing laws and licensing regimes; • license content at favorable rates; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • expand its ecosystem with third-party and proprietary devices; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; • maintain the listing on, or the delisting of STPCSoftware Acquisition Group’s or New Xxxxxx Xxxx’x securities from, NYSE NASDAQ or an inability to have our securities listed on the NYSE NASDAQ or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • meet international and education market expansion plans; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capitalnegotiate content agreements; • anticipate the significance and timing of contractual obligations; • attain content despite continued consolidation of distribution customers and production studios; • effectively invest in content and marketing, including investments in original programming; • maintain key strategic relationships with partners and distributors; • anticipate member viewing patterns and other uncertainties associated with product and service development and market acceptance; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basis; • anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets; • successfully defend litigation; and • successfully deploy the proceeds from the merger. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of STPC Software Acquisition Group and Xxxxxx Xxxx CuriosityStream prior to the merger, and New Xxxxxx Xxxx CuriosityStream following the merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the merger; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • risks of the internet, e-commerce and filmed entertainment industry, including risks of and publicity surrounding the sales, subscriber origination and retention process; • the highly competitive nature of the internet, e-commerce and filmed entertainment industry promotional activity by competitors; • litigation, complaints, product liability claims and/or adverse publicity; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • increases and/or decreases in utility and other energy costs, increased costs related to utility or governmental requirements; and • privacy and data protection laws, privacy or data breaches, or the loss of data; . In addition, the origination and • retention of new subscribers will depend on various factors, including, but not limited to, market availability, subscriber interest, the impact availability of suitable components, the COVID-19 pandemic negotiation of acceptable contract terms with subscribers, local permitting, licensing and its effect on businessregulatory compliance and the ability of CuriosityStream prior to the merger, and New CuriosityStream following the merger, to manage anticipated expansion and to hire, train and retain personnel, the financial condition viability of customers and results of operations of Xxxxxx Xxxxgeneral economic conditions. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus statement are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus statement describe additional factors that could adversely affect the business, financial condition or results of operations of STPC Software Acquisition Group and Xxxxxx Xxxx CuriosityStream prior to the merger, and New Xxxxxx Xxxx CuriosityStream following the merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC Software Acquisition Group or Xxxxxx Xxxx CuriosityStream assess the impact of all such risk factors on the business of STPC Software Acquisition Group and Xxxxxx Xxxx CuriosityStream prior to the merger, and New Xxxxxx Xxxx CuriosityStream following the merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to STPC Software Acquisition Group or Xxxxxx Xxxx CuriosityStream or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC Software Acquisition Group and Xxxxxx Xxxx CuriosityStream prior to the merger, and New Xxxxxx Xxxx CuriosityStream following the merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC Software Acquisition Group or Xxxxxx XxxxCuriosityStream, as applicable, on the relevant subject. These statements are based upon information available to STPC Software Acquisition Group or Xxxxxx XxxxCuriosityStream, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC Software Acquisition Group or Xxxxxx XxxxCuriosityStream, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus , including statements regarding subscriber acquisition costs, attrition and adoption rates, is based on the good faith estimates of Xxxxxx Xxxx’x CuriosityStream’s management, which in turn are based upon Xxxxxx Xxxx’x CuriosityStream’s management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such This data involve involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Xxxxxx Xxxx CuriosityStream is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Xxxxxx Xxxx’x CuriosityStream’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus. RISK FACTORS In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed. References in this section to “we,” “our,” or “us” generally refer to Xxxxxx Xxxx, unless otherwise specified.

Dividend Policy. STPC Trine has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the mergerBusiness Combination. The payment of cash dividends in the future will be dependent upon New Xxxxxx Xxxx’x the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the mergerBusiness Combination. The payment of any cash dividends subsequent to the merger Business Combination will be within the discretion of New Xxxxxx Xxxx’x the Post-Combination Company’s board of directors at such time. New Xxxxxx Xxxx’x The Post-Combination Company’s ability to declare dividends will may also be limited by restrictive covenants pursuant to any debt financingfinancing agreements. Xxxxxx Xxxx Desktop Metal Historical market price information for Xxxxxx Xxxx’x Desktop Metal’s capital stock is not provided because there is no public market for Xxxxxx Xxxx’x Desktop Metal’s capital stock. See “Xxxxxx Xxxx’x ‘‘Desktop Metal’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 111’’. FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA This proxy statement/consent solicitation statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of STPC Trine and Xxxxxx XxxxDesktop Metal. These statements are based on the beliefs and assumptions of the management of STPC Trine and Xxxxxx XxxxDesktop Metal. Although STPC Trine and Xxxxxx Xxxx Desktop Metal believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC Trine nor Xxxxxx Xxxx Desktop Metal can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “‘‘believes,” “’’, ‘‘estimates,” “’’, ‘‘expects,” “’’, ‘‘projects,” “’’, ‘‘forecasts,” “’’, ‘‘may,” “’’, ‘‘will,” “’’, ‘‘should,” “’’, ‘‘seeks,” “’’, ‘‘plans,” “’’, ‘‘scheduled,” “’’, ‘‘anticipates,” “’’ or ‘‘intends” ’’ or similar expressions. Forward-looking statements contained in this proxy statement/consent solicitation statement/prospectus include, but are not limited to, statements about the ability of STPC Trine and Xxxxxx Xxxx Desktop Metal prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the impact of the COVID-19 pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the mergerBusiness Combination, including approval by stockholders of STPC Trine and Xxxxxx Xxxx Desktop Metal on the expected terms and schedule; • realize the benefits expected from the proposed mergerBusiness Combination; • anticipate the uncertainties inherent in the development of continue to develop new business lines products and business strategiesinnovations to meet constantly evolving customer demands; • retain design, produce and hire necessary employeeslaunch additive manufacturing systems on the planned timelines; • increase brand awarenessdevelop a recurring stream of revenue through the sale of consumables and service contracts related to the additive manufacturing systems; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • attract, train and retain an effective officers, sales force and other key employees or directorspersonnel; • enhance future operating and financial results; • comply with laws and regulations applicable to its business; • successfully defend litigation; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New Xxxxxx Xxxx’x securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basis; • anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets; • successfully defend litigation; and • successfully deploy the proceeds from the mergerBusiness Combination. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “‘‘Risk Factors” ’’ and elsewhere in this proxy statement/consent solicitation statement/prospectus, could affect the future results of STPC Trine and Xxxxxx Xxxx Desktop Metal prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/consent solicitation statement/prospectus: • any delay in closing of the mergerBusiness Combination; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on business, the financial condition and results of operations of Xxxxxx XxxxTrine and Desktop Metal; • the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of our new products and services and any changes in our product mix that shift too far into lower gross margin products; • increasing competition in the additive manufacturing industry; • any delays in the design, production or launch of our additive manufacturing systems; • the failure to meet customers’ expectations as to price or pricing structure; • any defects in new products or enhancements to existing products; and • disruption to the business due to our dependency on our third-party resellers, our contract manufacturers and our suppliers. These and other factors that could cause actual results to differ from those implied by the forward-forward- looking statements in this proxy statement/consent solicitation statement/prospectus are more fully described under the heading “‘‘Risk Factors” ’’ and elsewhere in this proxy statement/consent solicitation statement/prospectus. The risks described under the heading “‘‘Risk Factors” ’’ are not exhaustive. Other sections of this proxy statement/consent solicitation statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of STPC Trine and Xxxxxx Xxxx Desktop Metal prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC Trine or Xxxxxx Xxxx Desktop Metal assess the impact of all such risk factors on the business of STPC Trine and Xxxxxx Xxxx Desktop Metal prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to STPC Trine or Xxxxxx Xxxx Desktop Metal or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC Trine and Xxxxxx Xxxx Desktop Metal prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC Trine or Xxxxxx XxxxDesktop Metal, as applicable, on the relevant subject. These statements are based upon information available to STPC Trine or Xxxxxx XxxxDesktop Metal, as applicable, as of the date of this proxy statement/consent solicitation statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC Trine or Xxxxxx XxxxDesktop Metal, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus consent solicitation statement/prospectus, including statements regarding market size and technology adoption rates, is based on the good faith estimates of Xxxxxx Xxxx’x Desktop Metal’s management, which in turn are based upon Xxxxxx Xxxx’x Desktop Metal’s management’s review of internal surveys, independent industry surveys and publications, including reports by third-Xxxxxxx Associates, Inc., Ernst & Young Global Limited, A.T. Xxxxxxx, Inc. and other third party research and publicly available information. Such These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Xxxxxx Xxxx Desktop Metal is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “‘‘Risk Factors” ’’ and “Xxxxxx Xxxx’x ‘‘Desktop Metal’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” ’’ in this proxy statement/prospectus. RISK FACTORS In addition to the other information contained in this proxy consent solicitation statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed. References in this section to “we,” “our,” or “us” generally refer to Xxxxxx Xxxx, unless otherwise specified.

Dividend Policy. STPC TSIA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the mergerBusiness Combination. The payment of cash dividends in the future will be dependent upon New Xxxxxx Xxxx’x the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the mergerBusiness Combination. The payment of any cash dividends subsequent to the merger Business Combination will be within the discretion of New Xxxxxx Xxxx’x the Post-Combination Company’s board of directors at such time. New Xxxxxx Xxxx’x The Post-Combination Company’s ability to declare dividends will may also be limited by restrictive covenants pursuant to any debt financingfinancing agreements. Xxxxxx Xxxx Latch Historical market price information for Xxxxxx Xxxx’x Latch’s capital stock is not provided because there is no public market for Xxxxxx Xxxx’x Latch’s capital stock. See “Xxxxxx Xxxx’x Latch’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” beginning on page 111. FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA STATEMENTS This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial financial, of STPC TSIA and Xxxxxx XxxxLatch. These statements are based on the beliefs and assumptions of the management of STPC TSIA and Xxxxxx XxxxLatch. Although STPC XXXX and Xxxxxx Xxxx Xxxxx believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC XXXX nor Xxxxxx Xxxx Latch can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” ”, “estimates,” ”, “expects,” ”, “projects,” ”, “forecasts,” ”, “may,” ”, “might”, “will,” ”, “should,” ”, “seeks,” ”, “plans,” ”, “scheduled,” ”, “possible”, “anticipates,” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post- Combination Company following the mergerBusiness Combination, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • meet the closing conditions to the Business Combination and Subscriptions, including approval by stockholders of TSIA and Latch on the expected terms and schedule; • realize the benefits expected from the proposed Business Combination; • continue to develop new products and innovations to meet constantly evolving customer demands; • accelerate adoption of our products in homes and apartments; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • increase brand awareness; • develop, design, and sell services that are differentiated from those of competitors; • anticipate the impact of the COVID-19 coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of STPC and Xxxxxx Xxxx on the expected terms and schedule; • realize the benefits expected from the proposed merger; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New Xxxxxx Xxxx’x securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basissuccessfully defend litigation; • upgrade and maintain information technology systems; • access, collect and use personal data about consumers; • acquire and protect intellectual property; • anticipate rapid technological changes; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • maintain the impact listing on, or the delisting of new U.S. federal income tax lawsTSIA’s or the Post Combination Company’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the Business Combination; • effectively respond to general economic and business conditions; • obtain additional capital, including use of the impact on deferred tax assets; • successfully defend litigationdebt market; and • successfully deploy the proceeds from the mergerBusiness Combination. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the mergerBusiness Combination or Subscriptions; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • privacy and data protection laws, privacy or data breaches, or the loss of data; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on business, the financial condition and results of operations of Xxxxxx XxxxTSIA and Latch; and • any defects in new products or enhancements to existing products. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC TSIA or Xxxxxx Xxxx Latch assess the impact of all such risk factors on the business of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to STPC TSIA or Xxxxxx Xxxx Latch or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC TSIA or Xxxxxx XxxxLatch, as applicable, on the relevant subject. These statements are based upon information available to STPC TSIA or Xxxxxx XxxxLatch, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC TSIA or Xxxxxx XxxxLatch, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of Xxxxxx Xxxx’x management, which in turn are based upon Xxxxxx Xxxx’x management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Xxxxxx Xxxx is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus. RISK FACTORS In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed. References in this section to “we,” “our,” or “us” generally refer to Xxxxxx Xxxx, unless otherwise specified.

Dividend Policy. STPC TSIA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the mergerBusiness Combination. The payment of cash dividends in the future will be dependent upon New Xxxxxx Xxxx’x the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the mergerBusiness Combination. The payment of any cash dividends subsequent to the merger Business Combination will be within the discretion of New Xxxxxx Xxxx’x the Post-Combination Company’s board of directors at such time. New Xxxxxx Xxxx’x The Post-Combination Company’s ability to declare dividends will may also be limited by restrictive covenants pursuant to any debt financingfinancing agreements. Xxxxxx Xxxx Latch Historical market price information for Xxxxxx Xxxx’x Latch’s capital stock is not provided because there is no public market for Xxxxxx Xxxx’x Latch’s capital stock. See “Xxxxxx Xxxx’x Latch’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” beginning on page 111. FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA STATEMENTS This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial financial, of STPC TSIA and Xxxxxx XxxxLatch. These statements are based on the beliefs and assumptions of the management of STPC TSIA and Xxxxxx XxxxLatch. Although STPC XXXX and Xxxxxx Xxxx Xxxxx believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither STPC XXXX nor Xxxxxx Xxxx Latch can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-forward- looking statements. These statements may be preceded by, followed by or include the words “believes,” ”, “estimates,” ”, “expects,” ”, “projects,” ”, “forecasts,” ”, “may,” ”, “might”, “will,” ”, “should,” ”, “seeks,” ”, “plans,” ”, “scheduled,” ”, “possible”, “anticipates,” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • meet the closing conditions to the Business Combination and Subscriptions, including approval by stockholders of TSIA and Latch on the expected terms and schedule; • realize the benefits expected from the proposed Business Combination; • continue to develop new products and innovations to meet constantly evolving customer demands; • accelerate adoption of our products in homes and apartments; • acquire or make investments in other businesses, patents, technologies, products or services to grow the business; • increase brand awareness; • develop, design, and sell services that are differentiated from those of competitors; • anticipate the impact of the COVID-19 coronavirus disease 2019 (“COVID-19”) pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of STPC and Xxxxxx Xxxx on the expected terms and schedule; • realize the benefits expected from the proposed merger; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; maintain the listing on, or the delisting of STPC’s or New Xxxxxx Xxxx’x securities from, NYSE or an inability to have our securities listed on the NYSE or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • anticipate rapid technological changes; • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy and insurance operations; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • respond to fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets from various events; • anticipate the rise in interest rates which would increase the cost of capital; anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • manage to finance operations on an economically viable basissuccessfully defend litigation; • upgrade and maintain information technology systems; • access, collect and use personal data about consumers; • acquire and protect intellectual property; • anticipate rapid technological changes; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • maintain the impact listing on, or the delisting of new U.S. federal income tax lawsTSIA’s or the Post Combination Company’s securities from, NASDAQ or an inability to have our securities listed on the NASDAQ or another national securities exchange following the Business Combination; • effectively respond to general economic and business conditions; • obtain additional capital, including use of the impact on deferred tax assets; • successfully defend litigationdebt market; and • successfully deploy the proceeds from the mergerBusiness Combination. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the mergerBusiness Combination or Subscriptions; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • privacy and data protection laws, privacy or data breaches, or the loss of data; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on business, the financial condition and results of operations of Xxxxxx XxxxTSIA and Latch; and • any defects in new products or enhancements to existing products. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can STPC TSIA or Xxxxxx Xxxx Latch assess the impact of all such risk factors on the business of STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post- Combination Company following the mergerBusiness Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to STPC TSIA or Xxxxxx Xxxx Latch or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. STPC TSIA and Xxxxxx Xxxx Latch prior to the mergerBusiness Combination, and New Xxxxxx Xxxx the Post-Combination Company following the mergerBusiness Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of STPC TSIA or Xxxxxx XxxxLatch, as applicable, on the relevant subject. These statements are based upon information available to STPC TSIA or Xxxxxx XxxxLatch, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that STPC TSIA or Xxxxxx XxxxLatch, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of Xxxxxx Xxxx’x management, which in turn are based upon Xxxxxx Xxxx’x management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. Such data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Xxxxxx Xxxx is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Xxxxxx Xxxx’x Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus. RISK FACTORS In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. Although we have organized risks generally according to these categories in the discussion below, many of the risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks facing us and not as a limitation on the potential impact of the matters discussed. References in this section to “we,” “our,” or “us” generally refer to Xxxxxx Xxxx, unless otherwise specified.