Sarcos Technology Robotics Corp

Special Note Regarding Forward-Looking Statements

Certain statements in this Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements may include statements relating to:

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our ability to successfully pivot our business pursuant to our recently announced strategy to focus on the development of our full-stack, closed-loop autonomy software platform (“AI/ML Software Platform”);

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our ability to develop and sell our AI/ML Software Platform and the capabilities and functionality of our AI/ML Software Platform;

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nature and size of the markets that we are targeting;

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our software product roadmap, including expected timing of new product releases and target markets;

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our ability to respond to rapid technological changes;

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competition from existing or future businesses and technologies;

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our ability to manage our growth and expenses;

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our ability to comply with laws and regulations applicable to our business;

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our ability to attract and retain qualified personnel with the necessary experience, including employees who are instrumental to our new business strategy;

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our projected financial and operating information and estimates of market size and opportunities;

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our future financial performance;

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the impacts of our reductions in force on our cash usage and savings, cost structure and restructuring costs;

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the impact of the COVID-19 pandemic and global economic and geopolitical conditions and international conflicts on our business and the business of our customers;

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changes in the markets for our software product;

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expansion plans and opportunities;

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future capital requirements and sources and uses of cash;

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our ability to defend and the outcome of any known and unknown litigation and regulatory proceedings;

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our ability to maintain, protect and enhance our intellectual property;

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our ability to maintain and protect our brand;

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our ongoing de minimis hardware development efforts; and

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other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “aim,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this Report and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and, in any event, you should not place undue reliance on these forward-looking statements. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include those factors described in Part I Item 1A Risk Factors of this Report. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Our Risk Factors are not guarantees that no such conditions exist as of the date of this Report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.