FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule
175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any statements about
Black Knight, Inc.s (BKI) or Intercontinental Exchange, Inc.s (ICE) plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are
identified as those that include words or phrases such as believes, expects, anticipates, plans, trend, objective, continue, or similar expressions or future or
conditional verbs such as will, would, should, could, might, may, or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions,
estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements
include but are not limited to statements about the benefits of the proposed acquisition of Black Knight by ICE (the Transaction), including future financial and operating results, Black Knights or ICEs plans, objectives,
expectations and intentions, the expected timing of completion of the Transaction, the expected form and timing of debt financing to fund the Transaction and other statements that are not historical facts.
These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. In addition
to factors previously disclosed in Black Knights and ICEs reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from
forward-looking statements or historical performance: the occurrence of any event, change, or other circumstance that could give rise to the right of Black Knight or ICE to terminate the definitive merger agreement governing the terms and conditions
of the Transaction; the outcome of any legal proceedings that may be instituted against Black Knight or ICE; the possibility that the Transaction does not close when expected or at all because required regulatory or other approvals and other
conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect Black Knight or ICE or the expected benefits of the
Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic, political and market conditions,
interest and exchange rates, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Black Knight and ICE operate; the ability to promptly and effectively integrate the businesses of
Black Knight with those of ICE; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of Black Knights
or ICEs customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; the diversion of managements attention and time from ongoing business operations and opportunities
on merger-related matters; ICEs ability to complete the contemplated debt financing on a timely basis, on favorable terms or at all; and the impact of the global COVID-19 pandemic on Black Knights
or ICEs businesses, the ability to complete the Transaction or any of the other foregoing risks.
These factors are not necessarily all of the
factors that could cause Black Knights or ICEs actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also
could harm Black Knights or ICEs results.
All forward-looking statements attributable to Black Knight or ICE, or persons acting on Black
Knights or ICEs behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and Black Knight and ICE do not undertake or assume any
obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable
law. If Black Knight or ICE update one or more forward-looking statements, no inference should be drawn that Black Knight or ICE will make additional updates with respect to those or other forward-looking statements. Further information regarding
Black Knight, ICE and factors which could affect the forward-looking statements contained herein can be found in Black Knights Annual Report on Form 10-K for the fiscal year ended December 31, 2021
and its other filings with the SEC, and in ICEs Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its other filings with the SEC.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In
connection with the Transaction, ICE has filed with the SEC a Registration Statement on Form S-4 (File No. 333-265709) to register the shares of ICE common
stock to be issued in connection with the Transaction. The Registration Statement includes a proxy statement of Black Knight that also constitutes a prospectus of ICE. The registration statement on Form S-4
was declared effective by the SEC on August 19, 2022, and Black Knight commenced mailing the definitive proxy statement/prospectus to its stockholders on or about August 19, 2022.