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

Compliance with International Trade & Anti-Corruption Laws. (a) Since the Issuer’s incorporation, neither the Issuer nor, to the Issuer’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a 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 country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, 50% or more 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 Person described in clauses (i) through (iii) or any country or territory which is or has, since the Issuer’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, Cuba, Iran, North Korea, Russia, Syria, Venezuela and the Crimea, Donetsk or Luhansk regions of Ukraine). (b) Since the Issuer’s incorporation, neither the Issuer nor, to the Issuer’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, 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. (c) To the knowledge of the Issuer, no holder of the capital stock of the Issuer is a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and who will acquire a substantial interest in the Company as a result of the transactions contemplated by the BCA such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no such foreign Person will have control (as defined in 31 C.F.R. Part 800.208) over the Company after the Merger Closing.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Each of the IssuerGroup Companies 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 incorporationknowledge, neither threatened against any Group Company or their respective Representatives that relates to a violation of Sanctions and Export Control Laws, Anti-Corruption Laws, or Anti-Money Laundering Laws. (c) Neither the Issuer Group Companies nor, to the IssuerCompany’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, in the past five (5) years, (i) a 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 country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, 50% or more 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 Person described in clauses (i) through - (iii) or any country or territory which is or has, since during the Issuer’s incorporationpast three (3) years, been the subject of or target of any comprehensive Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Russia, Korea and Syria, Venezuela and the Crimea, Donetsk or Luhansk regions of Ukraine). (bd) Since Neither the Issuer’s incorporation, neither the Issuer Group Companies nor, to the IssuerCompany’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, 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. (c) To the knowledge of the Issuer, no holder of the capital stock of the Issuer is a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and who will acquire a substantial interest in the Company as a result of the transactions contemplated by the BCA such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no such foreign Person will have control (as defined in 31 C.F.R. Part 800.208) over the Company after the Merger Closing.

Compliance with International Trade & Anti-Corruption Laws. (a) Since Neither the Issuer’s incorporation, neither the Issuer SPAC nor, to the IssuerSPAC’s knowledge, any of their its Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, since December 23, 2021, (i) a 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 country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity ownedowned in any part, directly or indirectly, 50% or more 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 Person described in clauses (i) through (iii) or any country or territory which is or has, since the Issuer’s incorporationDecember 23, 2021, been the subject of or target of any Sanctions and Export Control Laws (at the time including certain regions of this AgreementUkraine, Russia, Cuba, Iran, North Korea, Russia, Syria, Venezuela and the Crimea, Donetsk or Luhansk regions of UkraineSyria). (b) Since December 23, 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 Issuer’s incorporation, neither the Issuer SPAC nor, to the IssuerSPAC’s knowledge, any of their Representatives, or any other Persons Person acting for or on behalf of any of the foregoing foregoing, has (i) made, offered, promised, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, including any Government Official, (ii) made offered, promised or paid any improper contributionscontribution, loan, reward, advantage or benefit of any kind, directly or indirectly, to a domestic or foreign political party or candidate that violate Anti-Corruption Laws, or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment prohibited under any Anti-Corruption Laws. (cd) To the knowledge The operations of the IssuerSPAC are and have been conducted in material compliance with all applicable financial recordkeeping and reporting requirements and Sanctions and Export Control Laws and Anti-Corruption Laws. The SPAC and its directors and officers have not falsified any entry in any book, no holder record, or account of the capital stock SPAC, and all such entries fairly and accurately reflect the relevant transactions and dispositions of the Issuer SPAC’s assets in reasonable detail. (e) No director, or officer of SPAC is a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and who will acquire a substantial interest in the Company as a result of the transactions contemplated by the BCA such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no such foreign Person will have control (as defined in 31 C.F.R. Part 800.208) over the Company after the Merger ClosingGovernment Official.

Compliance with International Trade & Anti-Corruption Laws. (a) Since January 1, 2018, and except where the Issuer’s incorporationfailure to be, or to have been, in compliance with such Laws has not been or would not, individually or in the aggregate, reasonably be expected to be material to the Company taken as a whole, neither the Issuer Company Entities nor, to the IssuerCompany’s knowledgeKnowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, been (i) a 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 country or territory which is itself the subject of or target of any comprehensive Sanctions and Export Control LawsLaws (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); (iii) an entity 50-percent or more owned, directly or indirectly, 50% or more 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 Person described in clauses (i) through (iii) or any country or territory which is or has, since the Issuer’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, Cuba, Iran, North Korea, Russia, Syria, Venezuela and the Crimea, Donetsk or Luhansk regions of Ukraine). (b) Since Neither the Issuer’s incorporationCompany Entities, neither the Issuer their directors or officers, nor, to the IssuerCompany’s knowledgeKnowledge, any of their Representativesemployees or agents has, directly or any other Persons acting for or on behalf of any of the foregoing has knowingly indirectly (i) made, offered, promised, 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 improper 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 payment, in each of clauses (i) – (iii) in violation of any Anti-Corruption Laws.. The Company Entities have implemented and maintained policies and procedures reasonably designed to promote compliance in all material respects with Anti-Corruption Laws. Page 51 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (c) To the knowledge Knowledge of the IssuerCompany, 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 or Sanction and Export Controls Laws by any Company Entity and since January 1, 2018, no holder Company Entity has received any written notice that there is any investigation, allegation, request for information, or other inquiry by any Governmental Entity regarding an actual or possible violation by a Company Entity of the capital stock Anti-Corruption Laws or Sanctions and Export Controls Laws. (d) To the Knowledge of the Issuer is a foreign Company, no person associated with any Company Entity within the meaning of Section 8 of the Bxxxxxx Xxx 0000 (an “Associated Person”) has bribed another person (as defined within the meaning given in 31 C.F.R. Part 800.224Section 7(3) in which of the national Bribery Act 2010) intending to obtain or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and who will acquire a substantial interest retain business or an advantage in the conduct of business for any Company as a result Entity and each Company Entity has at all relevant times had in place adequate procedures in line with the guidance published from time to time by the Secretary of State under Section 9 of the transactions contemplated Bxxxxxx Xxx 0000 designed to prevent its Associated Persons from undertaking any such conduct. (e) To the Knowledge of the Company, no Company Entity has committed or omitted to do any act or thing which has given rise to any fine, penalty, or damages. (f) To the Knowledge of the Company, no Company Entity nor any of their respective directors, officer or employees is the subject of any investigation by the BCA Competition and Markets Authority (or which was initiated by the Office of Fair Trading or the Competition Commission, prior to being replaced by the Competition and Markets Authority) or the European Commission or any other Governmental Entity responsible for enforcing the Antitrust Law of any jurisdiction. (g) To the Knowledge of the Company, no Company Entity is subject to any pending decisions, judgments, orders or rulings of any Governmental Entity or any other authority responsible for enforcing the Antitrust Law of any jurisdiction, nor have they given any undertakings or commitments to such that a declaration to bodies which affect the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no such foreign Person will have control (as defined in 31 C.F.R. Part 800.208) over the Company after the Merger Closingconduct of their respective businesses.

Compliance with International Trade & Anti-Corruption Laws. (a) Since the IssuerDHHC’s incorporation, neither the Issuer DHHC nor, to the IssuerDHHC’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a 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 country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, 50% or more 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 Person described in clauses (i) through (iii) or any country or territory which is or has, since the IssuerDHHC’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, Cuba, Iran, North Korea, Russia, Syria, Venezuela and the Crimea, Donetsk Dontesk or Luhansk regions of Ukraine). (b) Since the IssuerDHHC’s incorporation, neither the Issuer DHHC nor, to the IssuerDHHC’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, 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. (c) To the knowledge of the IssuerDHHC, no holder of the capital stock of the Issuer DHHC is a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and who will acquire a substantial interest in the Company as a result of the transactions contemplated by the BCA this Agreement such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no such foreign Person person will have control (as defined in 31 C.F.R. Part 800.208) over the Company after the Merger Closing.

Compliance with International Trade & Anti-Corruption Laws. (a) Since the IssuerTHMA’s incorporation, neither the Issuer THMA nor, to the IssuerTHMA’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a 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 country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity owned, directly or indirectly, 50% or more 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 Person described in clauses (i) through - (iii) or any country or territory which is or has, since the IssuerTHMA’s incorporation, been the subject of or target of any Sanctions and Export Control Laws (at the time of this Agreement, the Crimea region of Ukraine, Cuba, Iran, North Korea, Russia, Syria, Venezuela and the Crimea, Donetsk or Luhansk regions of UkraineSyria). (b) Since the IssuerTHMA’s incorporation, neither the Issuer THMA nor, to the IssuerTHMA’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, 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. (c) To the knowledge of the IssuerTHMA, no holder of the capital stock of the Issuer THMA is a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and who will acquire a substantial interest in the Company as a result of the transactions contemplated by the BCA this Agreement such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no such foreign Person person will have control (as defined in 31 C.F.R. Part 800.208) over the Company after the Merger Closing.

Compliance with International Trade & Anti-Corruption Laws. (a) Since the Issuer’s incorporationLookback Date, neither the Issuer Pathfinder nor, to the IssuerPathfinder’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a 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 country or territory which is itself the subject of or target of any comprehensive Sanctions and Export Control LawsLaws (at the time of this Agreement, the Crimea region of Ukraine, the so-called Donetsk People’s Republic or the so-called Luhansk People’s Republic of Ukraine, Cuba, Iran, North Korea, and Syria); (iii) an entity fifty percent (50%) or more-owned, directly or indirectly, 50% or more otherwise controlled 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 Person described in clauses (i) through - (iii) or any country or territory which is or has), since the Issuer’s incorporation, been the subject in each case in violation of or target of any applicable Sanctions and Export Control Laws (at the time of this Agreement, Cuba, Iran, North Korea, Russia, Syria, Venezuela and the Crimea, Donetsk or Luhansk regions of Ukraine)Laws. (b) Since the Issuer’s incorporationLookback Date, neither the Issuer Pathfinder nor, to the IssuerPathfinder’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing has (i) made, offered, promised, 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 for any improper purpose or (iii) otherwise made, offered, received, authorized, promised or paid any improper payment under any Anti-Corruption Laws. (c) To the knowledge of the Issuer, no holder of the capital stock of the Issuer is a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and who will acquire a substantial interest in the Company as a result of the transactions contemplated by the BCA such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no such foreign Person will have control (as defined in 31 C.F.R. Part 800.208) over the Company after the Merger Closing.