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Risks

• Demand for our software solutions is subject to volatility in our accounts’ underlying businesses, which includes infrastructure projects that typically have long timelines.
• The ongoing global coronavirus outbreak could materially and adversely affect our business.
• The majority of our revenues and an increasing percentage of our operations are attributable to operations outside the United States, and our results of operations therefore may be materially affected by the legal, regulatory, social, political, economic, and other risks of foreign operations.
• Decreased investment by APAC, including China, may have a negative effect on our business.
• We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows.
• We may not be able to increase the number of new subscription‑based accounts or cause existing accounts to renew their subscriptions, which could have a negative impact on our future revenues and results of operations.
• Consolidation among our accounts and other enterprises in the markets in which we operate may result in a loss of business.
• We have in the past and expect to continue in the future to seek to grow our business through acquisitions of or investments in new or complementary businesses, software solutions, or technologies, and the failure to manage acquisitions or investments, or the failure to integrate them with our existing platform and business, could harm us.
• Quality problems, defects, errors, failures, or vulnerabilities in our software solutions or services could harm our reputation and adversely affect our business, financial condition, results of operations, and prospects.
• Our business, financial condition, results of operations, and prospects may be harmed if we are unable to cross‑sell our solutions.
• There are significant costs and restrictions associated with the repatriation of cash from our non-U.S. operations.
• From time to time we realign or introduce new business initiatives, including reorganizing our sales and marketing, research and development, and administrative functions; if we fail to successfully execute and manage these initiatives, our results of operations could be negatively impacted.
• A portion of our revenues are from sales by our channel partners and we could be subject to loss or liability based on their actions.
• Interruptions in the availability of server systems or communications with Internet, third‑party hosting facilities or cloud‑based services, or failure to maintain the security, confidentiality, accessibility, or integrity of data stored on such systems, could harm our business or impair the delivery of our managed services.
• If our security measures or those of our third‑party cloud data hosts, cloud computing platform providers, or third‑party service partners, are breached, and unauthorized access is obtained to an account’s data, our data or our IT systems, our services may be perceived as not being secure, accounts may curtail or stop using our services, and we may incur significant legal and financial exposure and liabilities.
• Failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
• Increasingly stringent and growing data protection and privacy laws with respect to cloud computing, cross‑border data transfer restrictions, and other restrictions may apply to our business and non‑compliance with such rules may limit the use and adoption of our services and adversely affect our business.
• We license third‑party technologies for the development of certain of our software solutions, and, in some instances, we incorporate third‑party technologies, including open source software, into our software solutions. If we fail to maintain these licenses or are unable to secure alternative licenses on reasonable terms, our business could be adversely affected.
• Assertions by third parties of infringement or other violations by us of their intellectual property rights could result in significant costs and harm our business and results of operations.
• Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products and services and the cost of conducting our business, which could harm our business, financial condition, and results of operations.
• The United Kingdom’s withdrawal from the E.U. may have a negative effect on global economic conditions, financial markets, and our business.
• We are subject to legal proceedings and regulatory inquiries, and we may be named in additional legal proceedings or become involved in regulatory inquiries in the future, any of which may be costly, distracting to our core business and could result in an unfavorable outcome, or harm on our business, financial condition, results of operations, cash flows, or the trading price for our securities.
• Failure to comply with the U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti‑bribery and anti‑corruption laws associated with our activities outside the United States could subject us to penalties and other adverse consequences.
• We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
• We may face exposure to product or professional liability claims that could cause us to be liable for damages.
• Our credit agreement, as amended, contains restrictive covenants that may limit our operating flexibility, and certain changes in ownership of equity interests in us by the Bentley Family, as defined, constitutes an event of default.
• The phase‑out of LIBOR could affect interest rates under our Credit Facility.
• We may incur substantial additional debt, which could exacerbate the risks described above.
• Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
• We issued convertible notes that have rights senior to our Class B Common Stock.
• The accounting method for convertible debt securities that may be settled in cash, such as the 2026 Notes, could have a material effect on our reported financial condition and results.
• The conditional conversion feature of the 2026 Notes may adversely affect our financial condition and operating results.
• Conversion of the 2026 Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2026 Notes, or may otherwise depress the price of our Class B Common Stock.
• The capped call transactions entered into when we issued the 2026 Notes may affect the value of our common stock.
• The dual class structure of our common stock has the effect of concentrating voting control with the Bentley Control Group, as defined.
• The choice of forum provision in our amended and restated certificate of incorporation could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or colleagues.
• Global economic conditions may negatively impact our business, financial condition, and results of operations.