Common use of Compliance with International Trade & Anti-Corruption Laws Clause in Contracts

Compliance with International Trade & Anti-Corruption Laws. (a) None of the Group Companies, any of their respective officers, directors or employees or, to the Company’s knowledge, any of their other Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the Lookback Date, (i) a Sanctioned Person; (ii) located, organized or resident in a Sanctioned Country; (iii) engaged or engaging in any dealings or transactions with, or for the benefit of, any Sanctioned Person or in any Sanctioned Country; (iv) engaged in or engaging in any transactions without, or exceeding the scope of, any licenses or authorizations required under Sanctions and Export Control Law; or (v) otherwise in violation of any Sanctions and Export Control Laws in any material respect. (b) None of the Group Companies, any of their respective officers, directors or employees or, to the Company’s knowledge, any of their other Representatives, or any other Persons acting for or on behalf of any of the foregoing has, since the Lookback Date, (i) made, offered, promised, paid, authorized, or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidate, (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws, or (iv) otherwise been in violation of Anti-Corruption Laws in any material respect. (c) Since the Lookback Date, none of the Group Companies have received from any Governmental Entity or any Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Entity; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case, related to Sanctions and Export Control Laws or Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) None of the Group CompaniesSince SPAC’s incorporation, any of their respective officers, directors or employees orneither SPAC nor, to the CompanySPAC’s knowledge, any of their other Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the Lookback Date, (i) a Sanctioned PersonPerson named on any Israel, US, EU and UN Sanctions list and Export Control Laws; (ii) located, organized or resident in a Sanctioned Country; (iii) engaged country or engaging in any dealings territory which is itself the subject of or transactions with, or for the benefit of, any Sanctioned Person or in any Sanctioned Country; (iv) engaged in or engaging in any transactions without, or exceeding the scope of, any licenses or authorizations required under Sanctions and Export Control Law; or (v) otherwise in violation target of any comprehensive Sanctions and Export Control Laws (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaged in dealings with or for the benefit of any material respectPerson described in clauses (i) through (iii). (b) None of the Group CompaniesSince SPAC’s incorporation, any of their respective neither SPAC, its directors or officers, directors or employees ornor, to the CompanySPAC’s knowledge, any of their other Representativesits employees, agents or any other Persons acting for or on behalf of any of the foregoing SPAC has, since the Lookback Date, directly or knowingly indirectly (i) made, offered, promised, paid, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made made, offered, promised, authorized or paid any contributions, directly or indirectly, unlawful contributions to a domestic or foreign political party or candidate, candidate or (iii) otherwise made, offered, receivedpromised, authorized, promised paid or paid received any improper payment under in violation of any applicable Anti-Corruption Laws. SPAC has implemented and maintained policies and procedures reasonably designed to promote compliance with Anti-Corruption Laws, or (iv) otherwise been in violation of Anti-Corruption Laws in any material respectSanctions and Export Control Laws. (c) Since To the Lookback Dateknowledge of SPAC, none of the Group Companies have received from there is no current investigation, allegation, request for information, or other inquiry by any Governmental Entity regarding the actual or possible violation of the Anti-Corruption Laws by SPAC and since its date of incorporation, SPAC has not received any Person written notice that there is any noticeinvestigation, inquiryallegation, request for information, or internal or external allegation; made other inquiry by any voluntary or involuntary disclosure to a Governmental Entity; or conducted any internal investigation or audit concerning any Entity regarding an actual or potential possible violation or wrongdoing in each case, related to Sanctions and Export Control Laws or of the Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) None Each of the Group CompaniesCompanies is in material compliance with all Sanctions and Export Control Laws, Anti-Corruption Laws, and Anti-Money Laundering Laws. (b) There is no Proceeding pending or, to the Company’s knowledge, threatened against any of Group Company or their respective officersRepresentatives that relates to a violation of Sanctions and Export Control Laws, directors Anti-Corruption Laws, or employees orAnti-Money Laundering Laws. (c) Neither the Group Companies nor, to the Company’s knowledge, any of their other Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since in the Lookback Datepast five years, (i) a Sanctioned Person; Person named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity, (ii) located, organized or resident in a Sanctioned Country; (iii) engaged country or engaging in any dealings territory which is itself the subject of or transactions with, or for the benefit of, any Sanctioned Person or in any Sanctioned Country; (iv) engaged in or engaging in any transactions without, or exceeding the scope of, any licenses or authorizations required under Sanctions and Export Control Law; or (v) otherwise in violation target of any Sanctions and Export Control Laws Laws, (iii) an entity owned, directly or indirectly, by one or more Persons described in clause (i) or (ii), or (iv) otherwise engaging in unlawful dealings with or for the benefit of any material respectPerson described in clauses (i) - (iii) or any country or territory which is or has, during the past three years, been the subject of or target of any comprehensive Sanctions and Export Control Laws. (bd) None of Neither the Group Companies, any of their respective officers, directors or employees orCompanies nor, to the Company’s knowledge, any of their other Representatives, or any other Persons acting for or on behalf of any of the foregoing has, since the Lookback Date, has (i) made, offered, promised, paid, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made or paid any improper contributions, directly or indirectly, to a domestic or foreign political party or candidate, or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws, or (iv) otherwise been in violation of Anti-Corruption Laws in any material respect. (c) Since the Lookback Date, none of the Group Companies have received from any Governmental Entity or any Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Entity; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case, related to Sanctions and Export Control Laws or Anti-Corruption Laws.

Compliance with International Trade & Anti-Corruption Laws. (a) None of the Group CompaniesCompany, its subsidiaries, any of their respective its officers, directors directors, managers, or employees or, to the Company’s knowledge, any of their its other Representatives, or any other Persons acting for or on behalf of any of the foregoing, is is, or has been, since within the Lookback Datepast five (5) years, (i) a Sanctioned Person; (ii) located, organized or resident in a Sanctioned Country; (iii) engaged an entity owned, directly or indirectly, by one or more Sanctioned Persons or a Person described in clause (ii); (iv) otherwise engaging in any dealings or transactions with, with or for the benefit of, of any Sanctioned Person or described in any Sanctioned Country; clauses (ivi) engaged in or engaging in any transactions without, or exceeding the scope of, any licenses or authorizations required under Sanctions and Export Control Lawthrough (iii); or (v) otherwise in violation of any applicable Sanctions and Export Control Laws in any material respectLaws. (b) Neither the Company, its subsidiaries, nor any of its officers, directors, managers, or employees, nor, to the knowledge of the Company, any agents or third party representatives is in violation of the Sanctions and Export Control Laws, or in the last five (5) years has violated the Sanctions and Export Control Laws. (c) None of the Group CompaniesCompany, its subsidiaries, any of their respective its officers, directors directors, managers, or employees or, to the Company’s knowledge, any of their its other Representatives, or any other Persons acting for or on behalf of any of the foregoing has, since has within the Lookback Datepast five (5) years, (i) made, offered, promised, paid, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made made, authorized, solicited, promised, or paid any contributions, payment of money, or other thing of value (including any fee, gift, sample, travel expense, or entertainment), bribe, unlawful rebate, payoff, influence payment, or kickback, directly or indirectly, to a domestic or foreign political party or candidate, candidate or (iii) otherwise made, offered, received, authorized, promised or paid gifts, entertainment, hospitality, travel, unlawful expenses, or any improper payment under any Anti-Corruption Laws. (d) There are not now, or (iv) otherwise nor have there been in violation the past five (5) years, any Proceedings, filings, notices, Orders, inquiries or governmental investigations alleging any violations of Anti-Corruption Laws in any material respect. (c) Since the Lookback Date, none of the Group Companies have received from any Governmental Entity or any Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Entity; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case, related to Sanctions and Export Control Laws by the Company or, to the Company’s knowledge, any of its Representatives or any other Persons in each case to the extent acting for or on behalf of any of the Company, and, to the Company’s knowledge, no such Proceedings, filings, Orders, inquiries or governmental investigations have been threatened or are pending. (e) The Company currently maintains, and within the past five (5) years has maintained, proper internal controls and record keeping in reasonable detail in compliance with all applicable Anti-Corruption Laws. (f) The Company has maintained compliance with and proper registration under the ITAR. Neither the Company, nor its Subsidiaries, officers, directors, managers, or employees have taken any action that would jeopardize the Company’s ITAR registration status. (g) Neither the Company nor any Company Subsidiary engages in (a) the design, fabrication, development, testing, production or manufacture of one or more “critical technologies” within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), other than critical technology classified under export control classification number 1C010; (b) the ownership, operation, maintenance, supply, manufacture, or servicing of “covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (c) the maintenance or collection, directly or indirectly, of “sensitive personal data” of U.S. citizens within the meaning of the DPA. Neither the Company nor any Company Subsidiary has any intention to engage in the above activities in the future.

Compliance with International Trade & Anti-Corruption Laws. (a) None of Neither the Group Companies, any of their respective officers, directors or employees orSPAC nor, to the CompanySPAC’s knowledge, any of their other its Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since the Lookback DateMarch 25, 2021, (i) a Sanctioned PersonPerson named on any Sanctions and Export Control Laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a Sanctioned Countrycountry or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) engaged an entity owned in any part, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in any dealings or transactions with, with or for the benefit ofof any Person described in clauses (i) through (iii) or any country or territory which is or has, any Sanctioned Person since March 25, 2021, been the subject of or in any Sanctioned Country; (iv) engaged in or engaging in any transactions without, or exceeding the scope of, any licenses or authorizations required under Sanctions and Export Control Law; or (v) otherwise in violation target of any Sanctions and Export Control Laws in any material respect(including certain regions of Ukraine, Russia, Cuba, Iran, North Korea, Venezuela and Syria). (b) None of Since March 25, 2021, SPAC has not received from any Governmental Entity or any other Person any notice, inquiry, or internal or external allegation, made any voluntary or involuntary disclosure to a Governmental Entity, or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing, in each case, related to or in connection with Sanctions and Export Control Laws. (c) Neither the Group Companies, any of their respective officers, directors or employees orSPAC nor, to the CompanySPAC’s knowledge, any of their other Representatives, or any other Persons Person acting for or on behalf of any of the foregoing hasforegoing, since the Lookback Date, has (i) made, offered, promised, paid, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, including any Government Official, (ii) made or paid any contributions, directly or indirectly, to a domestic or foreign political party or candidatecandidate that violate Anti-Corruption Laws, or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment prohibited under any Anti-Corruption Laws, or (iv) otherwise been in violation of Anti-Corruption Laws in any material respect. (cd) Since the Lookback Date, none The operations of the Group Companies SPAC are and have received from any Governmental Entity or any Person any notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Entity; or been conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case, related to material compliance with all applicable financial recordkeeping and reporting requirements and Sanctions and Export Control Laws or and Anti-Corruption Laws. The SPAC and its directors and officers have not falsified any entry in any book, record, or account of the SPAC, and all such entries fairly and accurately reflect the relevant transactions and dispositions of SPAC’s assets in reasonable detail. (e) No director, or officer of SPAC is a Government Official.

Compliance with International Trade & Anti-Corruption Laws. Except as disclosed in the Commission Documents or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) None of the Group CompaniesCompany, any of its Subsidiaries, any of their respective officers, directors or employees directors, managers or, to the Company’s knowledgeKnowledge, any of their employees or other Representativesrepresentatives, or any other Persons acting for or on behalf of any of the foregoing, is is, or has been, since within the Lookback Datepast five (5) years, (i) a Sanctioned Person; (ii) located, organized or resident in a Sanctioned Country; (iii) engaged an entity 50% or more owned, directly or indirectly, by one or more Sanctioned Persons or a Person described in clause (ii); (iv) otherwise engaging in any dealings or transactions with, with or for the benefit of, of any Sanctioned Person or described in any Sanctioned Country; clauses (ivi) engaged through (iii) in or engaging in any transactions without, or exceeding the scope of, any licenses or authorizations required under violation of Sanctions and Export Control LawLaws; or (v) otherwise in violation of any applicable Sanctions and Export Control Laws in any material respectLaws. (b) None of the Group CompaniesCompany, any of its Subsidiaries, any of their respective officers, directors directors, managers or, to the Knowledge of the Company, any of their employees or employees agents, is in violation of the Sanctions and Export Control Laws, or in the last five (5) years has violated the Sanctions and Export Control Laws. (c) None of the Company, any of its Subsidiaries, any of their respective officers, directors, managers or, to the Company’s knowledgeKnowledge, any of their employees or other Representativesrepresentatives, or any other Persons acting for or on behalf of any of the foregoing hasforegoing, since has within the Lookback Datepast five (5) years, (i) made, authorized, offered, promised, paid, authorized, solicited or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made made, authorized, offered, promised, paid, solicited or paid received any contributions, payment of money, or other thing of value (including any fee, gift, sample, travel expense, or entertainment), bribe, unlawful rebate, payoff, influence payment, or kickback, directly or knowingly indirectly, to a domestic or foreign political party or candidate, (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any each in violation of Anti-Corruption Laws, or (iviii) otherwise been made, authorized, offered, promised, paid, solicited or received any unlawful gifts, entertainment, hospitality, travel, unlawful expenses, or any improper payment, each in violation of Anti-Corruption Laws in any material respectLaws. (cd) Since There are not now, nor have there been in the Lookback Datepast five (5) years, none of the Group Companies have received from any Governmental Entity or any Person any noticeProceedings, inquiryOrders, or internal governmental investigations alleging any violations of Anti-Corruption Laws or external allegation; made any voluntary or involuntary disclosure to a Governmental Entity; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case, related to Sanctions and Export Control Laws by the Company or, to the Company’s Knowledge, any of its representatives or any other Persons, in each case to the extent acting for or on behalf of any of the Company or any of its Subsidiaries, and, to the Company’s Knowledge, no such Proceedings, Orders, or governmental investigations have been threatened or are pending. (e) The Company and its Subsidiaries currently maintain, and within the past five (5) years have maintained, policies and procedures reasonably designed to promote compliance with all applicable Anti-Corruption Laws. (f) Neither the Company nor any of its Subsidiaries engages in (i) the design, fabrication, development, testing, production or manufacture of one or more “critical technologies” within the meaning of Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof (the “DPA”), other than critical technology classified under export control classification number 1C010; (ii) the ownership, operation, maintenance, supply, manufacture, or servicing of “covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (iii) the maintenance or collection, directly or indirectly, of “sensitive personal data” of U.S. citizens within the meaning of the DPA. Neither the Company nor any of its Subsidiaries has any intention to engage in the above activities in the future.