Claritev Corp

Our business is subject to numerous material and other risks and uncertainties that you should be aware of in evaluating our business, including those described in Part I, Item IA. "Risk Factors" in this Annual Report on Form 10-K. These risks include, but are not limited to, the following:

▪Our success is dependent on retaining the level of revenue generated from our key clients without substantial reduction, as well as the success of those clients, as we depend on a core group of clients for a significant portion of our revenues.

▪We may be unable to achieve some or all of the operational, growth and other benefits that we expect to realize through our strategic plans, including our Vision 2030 transformation plan.

▪We may not successfully enter new lines of business, launch new products or broaden the scope of our solutions, and such activities may result in expenditures we cannot recoup, divert management's attention or otherwise strain our business.

▪If we are unable to sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, financial condition and results of operations could be materially and adversely affected.

▪Our operations may be adversely impacted by the effect of trends in the U.S. healthcare system, including recent trends of reduced healthcare utilization and increased patient financial responsibility for services.

▪The market for our products and solutions is fragmented and competitive and we may not be able to maintain our competitive position in the market.

▪If competition or pricing pressures increase, our growth and profits may decline.

▪Changes in the healthcare industry could adversely affect us.

▪Evolving industry standards and rapid technological changes, including the adoption and further development of artificial intelligence, could result in reduced demand for our products and solutions.

▪We operate in a litigious environment which may adversely affect our financial results.

▪Security breaches, loss of data and other cyber incidents or disruptions could compromise sensitive business or patient information and negatively impact our business and reputation, harm both us and our clients and create liability.

▪We depend on uninterrupted computer access for our clients and the reliable operation of our information technology systems; any prolonged delays due to data interruptions or revocation of our software licenses could adversely affect our ability to operate our business and cause our clients to seek alternative service providers.

▪Failure to adequately protect the confidentiality of our trade secrets, know-how, proprietary applications, business processes and other proprietary information could adversely affect the value of our technology and products.

▪Our business relies on third party providers of cloud services, and any disruption of, or interference with, our use of cloud services could materially and adversely affect our business, financial conditions, or results of operations.

▪If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

▪We operate in an industry that is subject to extensive federal, state and local regulation. Changes in existing healthcare laws and regulatory interpretations on a state or federal level may adversely affect us.

▪New federal and state laws and regulations could force us to change the conduct of our business or operations; affect our ability to expand our operations into other geographic markets, increase costs or delay or prevent the introduction of new or enhanced solutions and products, or impair the function or value of our existing solutions and products, any of which could have a material adverse effect on our business, financial condition and results of operations.

▪Our use and disclosure of certain types of protected information, in particular individually identifiable information and health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or adequately secure the information we hold could result in significant liability or reputational harm.

▪Our level of indebtedness and current leverage may materially and adversely affect our ability to raise additional capital to fund our operations or growth and limit our ability to react to changes in the economy or our industry.

▪We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

▪Our debt agreements contain restrictions that limit our flexibility in operating our business.

▪A lowering or withdrawal of the ratings assigned to our debt instruments by rating agencies may increase our future borrowing costs and reduce our access to capital.

▪Hellman & Friedman Capital Partners VIII, L.P. ("H&F") and Churchill Sponsor III, LLC ("Sponsor") beneficially own a significant equity interest in us and their interests may conflict with us or other shareholders' interests.

▪We have previously been, and may in the future be, subject to securities or other stockholder litigation, which is expensive and could divert management’s attention.