Common use of Compliance with Data Privacy Laws Clause in Contracts

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” To ensure compliance with applicable Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Confidential Data (the “Privacy Statements”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement have been materially inaccurate or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents that neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Except as disclosed in the Registration Statement and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries areis, and at all prior times weresince January 1, 2020 has been, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding regulations, including, to the collectionextent applicable to the Company, useHIPAA, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, and the Company does not meet the thresholds required for compliance has taken all reasonable actions to comply with applicable provisions of the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (EU 2016/679) (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” To ensure compliance with applicable Privacy Laws, the ”). The Company and its subsidiaries have has in place, comply complies with, and take all takes appropriate steps necessary reasonably designed to ensure compliance in all material respects with their its policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, processing, disclosure, handling, and the Processing analysis of Confidential personal data and Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually makes all material disclosures to users or in the aggregate, to result in a Material Adverse Change, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as customers required by applicable laws Privacy Laws, and regulatory rules or requirements. None none of such disclosures made or contained in any Privacy Statement Policy have been materially inaccurate or in material violation of any applicable Privacy Lawslaws and regulatory rules or requirements in any material respect. The executionExcept as described in the Registration Statement and the Prospectus or as would not, delivery and performance of this Agreement individually or any other agreement referred in the aggregate, reasonably be expected to in this Agreementhave a Material Adverse Effect, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents that neither it nor any subsidiarythe Company: (i) has not received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or (iii) is not a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected health information” under HIPAA; (v) any “personal information” as defined by the CCPA; and (vi) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation Any certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.

Compliance with Data Privacy Laws. The Company and its subsidiaries Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)Act, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (“GDPR”EU 2016/679) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries Subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, at all times since inception January 1, 2021 provided accurate and complete notice of its Privacy Statements then in effect to its customersclients, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents certifies that neither it nor any subsidiaryof its Subsidiaries: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Personal Data or Confidential Data Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries Subsidiaries are, and at all prior times weresince January 1, 2021 have been, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collectionregulations, useincluding, storagewithout limitation, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currentlyas applicable, the Company does not meet Health Insurance Portability and Accountability Act of 1996, as amended by the thresholds required Health Information Technology for compliance with the California Consumer Privacy Economic and Clinical Health Act (“CCPA”42 U.S.C. Section 17921 et seq.), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the . The Company meet the conditions that would require that it and its Subsidiaries have taken any required and necessary actions to comply in all material respects with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), the California Consumer Privacy Act and the UK GDPR. The Company intends to, all other applicable laws and will, be in regulations with respect to Personal Data and for which any non-compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply same would be reasonably likely to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are create a material liability as soon they take effect (collectively, the “Privacy Laws.” ”). To ensure material compliance with applicable the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply and are in material compliance with, and take all appropriate steps necessary to ensure compliance in all material respects with their commercially reasonable policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”), as applicable. The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, Subsidiaries have at all times since inception made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and has provided accurate and complete notice of its Privacy Statements Policies then in effect to its customers, employees, third party vendors and representatives, including representatives as required by applicable laws law and regulatory rules or requirements, except where the failure to do so would not, individually or in the aggregate, result in a Material Adverse Effect. None of such disclosures made or contained in any Privacy Statement of the Policies have been materially inaccurate inaccurate, misleading, deceptive or in material violation of any applicable Privacy LawsLaws or Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, Agreement will not result in a breach or of violation of any Privacy Laws or Privacy StatementsPolicies. The Company further represents certifies that neither it nor any subsidiary: Subsidiary (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; Law, or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times times, were, in material compliance with all applicable state and federal data privacy and security laws and regulations regulations, including without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (“HIPAA”), and all applicable laws regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, and the Company does not meet the thresholds required for and its subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with the California Consumer Privacy Act (“CCPA”)with, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the UK GDPR. The Company intends to, United Kingdom European Union (Withdrawal) Act 2018 and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply as amended by Schedule 1 to the Company. HIPAAData Protection, CCPA, CPRA, other similar state privacy laws, GDPR Privacy and the UK GDPR are Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) (collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all reasonable and appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity of IT Systems and Data, and the Processing collection, storage, use, disclosure, handling, and analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its individuals, including without limitation, users or customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement have Policy have, been materially inaccurate or in material violation of any applicable Privacy Laws. The execution, delivery laws and performance of this Agreement regulatory rules or requirements in any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statementsmaterial respect. The Company further represents certifies that neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to Laws or the Processing handling of Confidential Data or Privacy Statementsany IT Systems and Data, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, or has conducted or paid for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contracthandling of IT Systems and Data; or (iii) is a party to any order, decree, order or agreement decree that imposes any obligation or liability under any Privacy Law; and is a party to any agreement that imposes any material obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)Act, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (“GDPR”EU 2016/679) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents certifies that neither it nor any subsidiary: of its subsidiaries (ia) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Personal Data or Confidential Data Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iib) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; , or (iiic) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, subsidiaries’ business practices have been structured in material compliance a manner reasonably designed to comply with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataregulations, including without limitation HIPAA. Currently, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, and the Company does not meet the thresholds required for and its subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with the California Consumer Privacy Act (“CCPA”)with, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are ) (collectively, the “Privacy Laws.” ”) except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its customers, employees, third party vendors and representatives, including as users or customers required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement have Policy have, to the knowledge of the Company, been materially inaccurate or in material violation of any applicable Privacy Laws. The executionlaws and regulatory rules or requirements, delivery and performance of this Agreement or any other agreement referred except where the failure to in this Agreement, will do so would not reasonably be expected to result in a breach or violation of any Privacy Laws or Privacy StatementsMaterial Adverse Effect. The Company further represents certifies that neither it nor any subsidiary: (i) has received written notice asserting a violation by the Company or any of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, its subsidiaries of any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, the Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataregulations, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRAGDPR, other similar state privacy laws, the UK GDPR and the UK GDPR when such applicable privacy and security laws apply to of the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are State of Israel (collectively, the “Privacy Laws.” ”) and have in place, and have complied in all material respects with each of their respective, written and published policies and procedures concerning the privacy, security and Processing of Personal Data and Confidential Data. To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have has in place, comply with, complies with and take all takes appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, security and the Processing collection, storage, use, processing, disclosure, handling and analysis of Personal Data and Confidential Data (the “Privacy StatementsPolicies”), including entering into Business Associate Agreements pursuant to HIPAA. The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, has at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its customersgovernmental, employeesregulatory, third party vendors and representatives, including as supervisory authorities or individual data subjects required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement Policy have been materially inaccurate or in material violation of any applicable Privacy Lawslaws and regulatory rules or requirements in any material respect. The executionExcept as would not reasonably be expected to have a Material Adverse Effect, delivery and performance of this Agreement or any other agreement referred to in this Agreementthe past three (3) years, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The the Company further represents certifies that neither it nor any subsidiary: (i) has received written any notice or claim of any data breach, or improper use, disclosure or access, actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy LawsLaws from a governmental, contracts related to the Processing of Confidential Data regulatory or Privacy Statementssupervisory authority or individual data subject, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law by a governmental, regulatory or contractsupervisory authority or individual data subject; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company Powerfleet and its subsidiaries are, and at all prior times were, Subsidiaries are in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) Processing of Personal DataInformation, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)and any other state laws regarding Personal Information, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are General Data Protection Regulation (collectively, the “Powerfleet Privacy Laws.” To ensure compliance with applicable Privacy Laws, the Company ”). Powerfleet and its subsidiaries Subsidiaries have in place, comply with, place and take all appropriate reasonable steps necessary to ensure compliance in all material respects materially comply with their policies policies, procedures, statements and procedures representations relating to data privacy and security, and the Processing of Confidential Data Personal Information (the “Privacy Statements”). The Company To Powerfleet’s knowledge, Powerfleet and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, at all times since inception Subsidiaries have provided an accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as . Powerfleet and its Subsidiaries have reasonably made all disclosures to users and customers required by applicable laws Powerfleet Privacy Laws and regulatory rules or requirements. None , and, to Powerfleet’s knowledge, none of such disclosures made or contained in any Privacy Statement have been materially inaccurate inaccurate, misleading, incomplete or in material violation of any applicable Powerfleet Privacy Laws. The To Powerfleet’s knowledge, the execution, delivery and performance of this Agreement Agreement, the Financing Documents or any other agreement referred to in this Agreement, the Financing Documents and any transactions or Processing known or contemplated after the execution of this Agreement, will not result in a breach or violation of any agreement, Powerfleet Privacy Laws or Privacy Statements, or require any additional notices, consents, licenses or permissions. The Company Powerfleet further represents that certifies that, within the twelve (12) months prior to the date of this Agreement, neither it nor any subsidiarySubsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Powerfleet Privacy Laws, contracts related to the Processing of Confidential Data Personal Information or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, is a part of any investigation, remediation, or other corrective action pursuant to any Powerfleet Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Powerfleet Privacy Law.

Compliance with Data Privacy Laws. The Company Company’s and its subsidiaries are, and at all prior times were, subsidiaries’ business practice have been structured in material compliance a manner reasonably designed to comply with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataregulations, including without limitation HIPAA. Currently, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change, and the Company does not meet the thresholds required for and its subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with the California Consumer Privacy Act (“CCPA”)with, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are ) (collectively, the “Privacy Laws.” ”), except where the failure to do so would not reasonably be expected to result in a Material Adverse Change. To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its customers, employees, third party vendors and representatives, including as users or customers required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement have Policy have, to the knowledge of the Company, been materially inaccurate or in material violation of any applicable Privacy Laws. The executionlaws and regulatory rules or requirements, delivery and performance of this Agreement or any other agreement referred except where the failure to in this Agreement, will do so would not reasonably be expected to result in a breach or violation of any Privacy Laws or Privacy StatementsMaterial Adverse Change. The Company further represents certifies that neither it nor any subsidiary: (i) has received written notice asserting a violation by the Company or any of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, its subsidiaries of any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or (iii) is a party to any material order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries Subsidiaries are, and at all prior times during the past five (5) years were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataregulations, including without limitation HIPAA. Currently, and the Company does not meet the thresholds required for and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with the California Consumer Privacy Act (“CCPA”)with, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are ) (collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take all appropriate steps necessary reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, Subsidiaries have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect during the past five (5) years made all disclosures to its customers, employees, third party vendors and representatives, including as users or customers required by applicable laws Privacy Laws, and regulatory rules or requirements. None none of such disclosures made or contained in any Privacy Statement have Policy have, to the knowledge of the Company, been materially inaccurate or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or Laws in any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statementsmaterial respect. The Company further represents certifies that during the past five (5) years neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law. Any certificate signed by any officer or representative of the Company or any of its Subsidiaries and delivered to the Agent or counsel for the Agent in connection with an issuance of Shares shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby on the date of such certificate. The Company acknowledges that the Agent and, for purposes of the opinions to be delivered pursuant to ‎Section 4(p) hereof, counsel to the Company and counsel to the Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Compliance with Data Privacy Laws. The Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, the Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)) and any other state laws regarding Personal Data, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are (collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies policies, procedures, statements and procedures representations relating to data privacy and security, and the Processing of Confidential Data (the “Privacy Statements”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives. Each of the Privacy Statements provide accurate, including as complete and sufficient notice of the Company’s and its subsidiaries’ then-current privacy practices and Processing relating to its subject matter and such Policies do not contain any misrepresentations or omissions. The Company and its subsidiaries since inception have at all times made all disclosures to users and customers required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement have been materially inaccurate inaccurate, misleading, incomplete or in material violation of any applicable laws and regulatory rules or requirements, including without limitation, any Privacy Laws, except as would not be reasonably be expected to cause a Material Adverse Change. The execution, delivery and performance of this Agreement or any other agreement specifically referred to in this Agreement, and any transactions or Processing known or contemplated after the execution of this Agreement, will not result in a breach or violation of any agreement, Privacy Laws or Privacy Statements, or require any additional notices, consents, licenses or permissions, except as would not be reasonably be expected to cause a Material Adverse Change. The Company further represents certifies that neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law, except as would not be reasonably expected to cause a Material Adverse Change.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)Act, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (“GDPR”EU 2016/679) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries Subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents certifies that neither it nor any subsidiaryof its subsidiaries: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Personal Data or Confidential Data Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, are in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of information that is considered “personally identifiable information,” “personal information,” “personal data,” or any similar term by any applicable Privacy Laws (collectively, “Personal DataInformation”), including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)and any other state laws regarding Personal Information, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are (collectively, the “Privacy Laws.” To ensure compliance with applicable Privacy Laws, the ”). The Company and its subsidiaries have in place, comply with, place and take all appropriate reasonable steps necessary to ensure compliance in all material respects materially comply with their policies policies, procedures, statements and procedures representations relating to data privacy and security, and the Processing of Confidential Data (the “Privacy Statements”). The To the Company’s knowledge, the Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, at all times since inception have provided an accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as . The Company and its subsidiaries have reasonably made all disclosures to users and customers required by applicable laws Privacy Laws and regulatory rules or requirements. None , and, to the Company’s knowledge, none of such disclosures made or contained in any Privacy Statement have been materially inaccurate inaccurate, misleading, incomplete or in material violation of any applicable Privacy Laws. The To the Company’s knowledge, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, and any transactions or Processing known or contemplated after the execution of this Agreement, will not result in a breach or violation of any agreement, Privacy Laws or Privacy Statements, or require any additional notices, consents, licenses or permissions. The Company further represents that certifies that, within the twelve (12) months prior to the date of this Agreement, neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, is a part of any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)Act, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (“GDPR”EU 2016/679) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries Subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries Subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirementsrepresentatives in all material respects. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents certifies that neither it nor any subsidiary: of its Subsidiaries (ia) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Personal Data or Confidential Data Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (iib) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; , or (iiic) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in compliance in all material compliance respects with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation limitation, as applicable, HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are ) (collectively, the “Privacy Laws.” To ensure compliance with applicable Privacy Laws, the ”). The Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The executionExcept as set forth in the Registration Statement and Prospectus, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The neither the Company further represents that neither it nor any subsidiaryof its subsidiaries: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation by the Company or any of its subsidiaries of, any of the Privacy Laws, contracts contractual obligations of the Company or any of its subsidiaries related to privacy or security with respect to the Processing of Personal Data or Confidential Data Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractcontractual obligations of the Company or any of its subsidiaries related to privacy or security with respect to the Processing of Personal Data or Confidential Data, other than in the ordinary course of business; or (iii) is a party to any order, decree, or agreement by or with any governmental or regulatory authority, or relating to the violation by the Company or its subsidiaries of any Privacy Law, that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The (i) Except as set forth in Section 3(xx), the Company and its subsidiaries Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding (including all guidelines published by the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataapplicable privacy authorities in all relevant jurisdictions), including without limitation HIPAA. Currentlythe Israeli Protection of Privacy Law, 1981 and related regulations, such as the Company does not meet the thresholds required for compliance with the California Consumer Protection of Privacy Act Regulations (“CCPA”Data Security), 2017, and the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) GDPR (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are ) (collectively, the “Privacy Laws.” To ensure compliance with applicable Privacy Laws, ”) to the extent that the Company or any Subsidiary is subject to such laws. The Company and its subsidiaries Subsidiaries have in place, comply with, and take taken all appropriate steps necessary measures required by applicable Privacy Laws and Requirements to ensure compliance protect the privacy of any Personal Data collected or otherwise processed by the Company, its Subsidiaries or on their behalf and to maintain in all material respects with their policies and procedures relating to data privacy and security, confidence such Personal Data. The Company and the Processing of Confidential Subsidiaries have commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Data (collected by them or on their behalf from and against unauthorized access, use and/or disclosure, similar to those taken by companies similarly situated in the “Privacy Statements”)industry in which the Company operates. The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, Subsidiaries have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its customers, employees, third party vendors and representatives, including as users or customers required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement Policies have been materially inaccurate or in material violation of any applicable Privacy Laws. The execution, delivery laws and performance of this Agreement regulatory rules or requirements in any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statementsmaterial respect. The Company further represents certifies that neither it nor any subsidiarySubsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law. “Privacy Laws and Requirements” shall mean all legal requirements under (i) Privacy Laws (ii) all contractual obligations applicable to Personal Data or the access thereto or use or transfer thereof, (iii) the Company’s and the Subsidiaries’ internal and public-facing privacy policies (“Policies”), and (iv) third party privacy policies which the Company or its Subsidiaries (or any one acting on their behalf) has been contractually obligated to comply with.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, are in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively collectively, “Process” or “Processing”) of information that is considered “personally identifiable information,” “personal information,” “personal data,” or any similar term by any applicable Privacy Laws (collectively, “Personal DataInformation”), including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)and any other state laws regarding Personal Information, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are (collectively, the “Privacy Laws.” To ensure compliance with applicable Privacy Laws, the ”). The Company and its subsidiaries have in place, comply with, place and take all appropriate reasonable steps necessary to ensure compliance in all material respects materially comply with their policies policies, procedures, statements and procedures representations relating to data privacy and security, and the Processing of Confidential Data (the “Privacy Statements”). The To the Company’s knowledge, the Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, at all times since inception have provided an accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as . The Company and its subsidiaries have reasonably made all disclosures to users and customers required by applicable laws Privacy Laws and regulatory rules or requirements. None , and, to the Company’s knowledge, none of such disclosures made or contained in any Privacy Statement have been materially inaccurate inaccurate, misleading, incomplete or in material violation of any applicable Privacy Laws. The To the Company’s knowledge, the execution, delivery and performance of this Agreement, the Transaction Agreement or any other agreement referred to in this Agreement, the Transaction Agreement and any transactions or Processing known or contemplated after the execution of this Agreement, will not result in a breach or violation of any agreement, Privacy Laws or Privacy Statements, or require any additional notices, consents, licenses or permissions. The Company further represents that certifies that, within the twelve (12) months prior to the date of this Agreement, neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, is a part of any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Change, the Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataregulations, including without limitation HIPAA. Currently, and the Company does not meet the thresholds required for and its subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with the California Consumer Privacy Act (“CCPA”)with, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are ) (collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply in all material respects with, and take all appropriate commercially reasonable steps necessary reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries havehave at all times made all disclosures to users or customers required by applicable Privacy Laws, except as where the failure to do so would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None none of such disclosures made or contained in any Privacy Statement have Policy have, to the knowledge of the Company, been materially inaccurate or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or Laws in any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statementsmaterial respect. The Company further represents certifies that neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law; in each case except as would not reasonably be expected to have a Material Adverse Change. (aaa) Forward-Looking Statement. No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in any of the Registration Statement, the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Compliance with Data Privacy Laws. The Company and its subsidiaries Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)Act, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (“GDPR”EU 2016/679) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries Subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, at all times since inception January 1, 2022 provided accurate and complete notice of its Privacy Statements then in effect to its customersclients, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents certifies that neither it nor any subsidiaryof its Subsidiaries: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Personal Data or Confidential Data Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in compliance in all material compliance respects with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or and any other similar comprehensive state privacy lawslaws regarding Personal Data, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are (collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary designed to ensure compliance in all material respects with their policies policies, procedures, statements and procedures representations relating to data privacy and security, and the Processing of Confidential Personal Data (the “Privacy Statements”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives. Each of the Privacy Statements provide accurate, including as complete and sufficient notice of the Company’s and its subsidiaries’ then-current privacy practices and Processing relating to its subject matter and such Policies do not contain any material misrepresentations or omissions. The Company and its subsidiaries since inception have at all times made all disclosures to users and customers required by applicable laws and regulatory rules or requirements. None Privacy Laws, and none of such disclosures made or contained in any Privacy Statement have been materially inaccurate inaccurate, misleading, incomplete or in violation in any material violation respect of any applicable laws and regulatory rules or requirements, including without limitation, any Privacy Laws. The To the knowledge of the Company, the execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, and any transactions or Processing known or contemplated after the execution of this Agreement, will not result in a breach or violation of any agreement, Privacy Laws or Privacy Statements, or require any additional notices, consents, licenses or permissions. The Company further represents certifies that neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, or regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; or (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. The Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to ‎Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times werehave been, in material compliance with all applicable state laws or statutes and federal data all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security laws of IT Systems and regulations regarding Personal Data, including the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) and/or use of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAAprotection of such IT Systems and Personal Data from unauthorized use, CCPAaccess, CPRA, other similar state privacy laws, GDPR and the UK GDPR are misappropriation or modification (collectively, the “Privacy Laws.” Data Protection Requirements”) except where failure to be so in compliance could not be expected, individually or in the aggregate, to result in a Material Adverse Change. To ensure compliance with applicable Privacy Lawsthe Data Protection Requirements, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its customers, employees, third party vendors and representatives, including as users or customers required by applicable laws Data Protection Requirements, and regulatory rules or requirements. None none of such disclosures made or contained in any Privacy Statement have Policy have, to the knowledge of the Company, been materially inaccurate or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or Data Protection Requirements in any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statementsmaterial respect. The Company further represents certifies that neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, of any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such noticeProtection Requirements; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractData Protection Requirement; or and (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy LawData Protection Requirement. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Data Protection Requirements.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, the Subsidiaries’ business practices have been structured in material compliance a manner reasonably designed to comply with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataregulations, including without limitation HIPAA. Currently, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, and the Company does not meet the thresholds required for and its subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with the California Consumer Privacy Act (“CCPA”)with, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are ) (collectively, the “Privacy Laws.” ”) except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, Subsidiaries have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its customers, employees, third party vendors and representatives, including as users or customers required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement have Policy have, to the knowledge of the Company, been materially inaccurate or in material violation of any applicable Privacy Laws. The executionlaws and regulatory rules or requirements, delivery and performance of this Agreement or any other agreement referred except where the failure to in this Agreement, will do so would not reasonably be expected to result in a breach or violation of any Privacy Laws or Privacy StatementsMaterial Adverse Effect. The Company further represents certifies that neither it nor any subsidiaryof the Subsidiaries: (i) has received written notice asserting a violation by the Company or any of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, its subsidiaries of any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries Subsidiaries are, and at all prior times were, in material compliance with all applicable state state, federal and federal foreign data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union EU General Data Protection Regulation (“GDPR”) (EU Regulation (EU) No. 2016/679), all state laws and regulations concerning privacy and security of sensitive health information, including laws governing the use of genetic and biometric data, all other local, state, federal, national, supranational and foreign laws relating to the regulation of the Company or its subsidiaries, and the UK GDPR. The Company intends to, regulations promulgated pursuant to such statutes and will, be in compliance with the CCPA, the CPRA, other similar any state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are or non-U.S. counterpart thereof (collectively, the “Privacy Laws.” ”). The Company and its Subsidiaries have not, during the last three (3) years, received any written notice from any applicable Governmental Entity alleging any violation of Privacy Laws, nor has the Company or its Subsidiaries been threatened in writing to be charged with any such violation by any Governmental Entity. To ensure material compliance with applicable the Privacy Laws, the Company and its subsidiaries have, and during the last three (3) years, have had, in place, comply with, and take all appropriate steps (including, as appropriate, implementing reasonable technical, physical or administrative safeguards) necessary to ensure compliance in all material respects with Privacy Laws and with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries Subsidiaries have not breached any business associate agreements in effect between the Company and any covered entities or business associates (as such terms are defined in HIPAA) or other data privacy or data security contract obligations. During the last three (3) years, the Company has, to the extent applicable, entered into sub-business associate agreements with all vendors who receive protected health information (as defined by HIPAA), and no subcontractor has breached any such sub-business associate agreement. The Company and its Subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse ChangeEffect, at all times since inception provided accurate and complete notice of its their Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents that neither it nor any subsidiary: (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Dataregulations, including without limitation limitation, HIPAA. Currently, and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and have been and currently are in compliance with, the Company does not meet E.U. General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) and all applicable national legislation that implements, amends, transposes or provides for any derogations in respect of the thresholds required for compliance with GDPR and the California Consumer Privacy Act of 2018, Civil Code section 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” To ensure compliance with applicable Privacy Laws, the ”). The Company and its subsidiaries Subsidiaries have in place, comply with, and take all appropriate steps necessary reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and securitysecurity and the collection, storage, use, disclosure, handling, and the Processing analysis of Confidential Personal Data (the “Privacy StatementsPolicies”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, Subsidiaries have at all times since inception provided accurate and complete notice of its Privacy Statements then in effect made all disclosures to its customers, employees, third party vendors and representatives, including as users or customers required by applicable laws and regulatory rules or requirements. None , and none of such disclosures made or contained in any Privacy Statement have Policy have, to the knowledge of the Company, been materially inaccurate or in material violation of any applicable Privacy Lawslaws and regulatory rules or requirements in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Neither the Company further represents that neither it nor any subsidiaryof its subsidiaries: (i) has have received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Confidential Data or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is are currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contractLaw; or and (iii) is are a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Compliance with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations regarding the collection, use, storage, retention, disclosure, |US-DOCS\139083198.5|| transfer, disposal, or any other processing (collectively “Process” or “Processing”) of Personal Data, including without limitation HIPAA. Currently, the Company does not meet the thresholds required for compliance with the California Consumer Privacy Act (“CCPA”)Act, the California Privacy Rights Act (“CPRA”), or other similar state privacy laws, nor does the Company meet the conditions that would require that it comply with and the European Union General Data Protection Regulation (“GDPR”EU 2016/679) (EU 2016/679), and the UK GDPR. The Company intends to, and will, be in compliance with the CCPA, the CPRA, other similar state privacy laws, the GDPR and the UK GDPR when such laws apply to the Company. HIPAA, CCPA, CPRA, other similar state privacy laws, GDPR and the UK GDPR are collectively, the “Privacy Laws.” ”). To ensure compliance with applicable the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take all appropriate steps necessary to ensure compliance in all material respects with their policies and procedures relating to data privacy and security, and the Processing of Personal Data and Confidential Data (the “Privacy Statements”). The Company and its subsidiaries have, except as would not reasonably be expected, individually or in the aggregate, to result in have a Material Adverse ChangeEffect, at all times since inception provided accurate and complete notice of its Privacy Statements then in effect to its customers, employees, third party vendors and representatives, including as required by applicable laws and regulatory rules or requirements. None of such disclosures made or contained in any Privacy Statement Statements have been materially inaccurate inaccurate, misleading, incomplete, or in material violation of any applicable Privacy Laws. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement, will not result in a breach or violation of any Privacy Laws or Privacy Statements. The Company further represents certifies that neither it nor any subsidiary: of its subsidiaries (i) has received written notice of any actual or potential claim, complaint, proceeding, regulatory proceeding or liability under or relating to, or actual or potential violation of, any of the Privacy Laws, contracts related to the Processing of Personal Data or Confidential Data Data, or Privacy Statements, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law or contract; , or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.