Common use of Internal Controls; Listing; Financial Statements Clause in Contracts

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent. (b) Parent has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock or prohibit or terminate the listing of Parent Common Stock on Nasdaq. Parent has not taken any action that is designed to terminate the registration of Parent Common Stock under the Exchange Act. (d) The Parent SEC Reports contain true and complete copies of the applicable Parent Financial Statements. The Parent Financial Statements (i) fairly present in all material respects the financial position of Parent as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS ActJumpstart Our Business Startups Act of 2012, as amended, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP GAAP, and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes class of securities representing issued and outstanding Parent Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentSPAC, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on Nasdaq. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Class A Common Stock under the Exchange Act. (d) (i) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent financial statements (including all related notes and schedules thereto) of SPAC (the “SPAC Financial Statements”). The Parent SPAC Financial Statements (iA) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subjectand fairly present, in the case of any unaudited interim financial statementsall material respects, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)its stockholders’ equity, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (exceptinvolved, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (ivC) comply comply, in all material respects respects, with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Liabilities of Parent in all material respectsSPAC. (f) Since There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (g) Except as set forth on Section 4.13(g) of the SPAC Disclosure Schedules, since its incorporation, Parent neither SPAC (including any employee thereof) nor, to the knowledge of SPAC, SPAC’s independent auditors, has not received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC, or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPurchaser’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Purchaser has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPurchaser’s financial reporting and the preparation of ParentPurchaser’s financial statements for external purposes in accordance with GAAP and (ii) Parent Purchaser has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Purchaser is made known to ParentPurchaser’s principal executive officer and principal financial officer by others within ParentPurchaser. (b) Parent Purchaser has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Purchaser has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock Purchaser Class A Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentPurchaser, threatened against Parent Purchaser by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock Purchaser Class A Ordinary Shares or prohibit or terminate the listing of Parent Common Stock Purchaser Class A Ordinary Shares on NasdaqNYSE. Parent Purchaser has not taken any action that is designed to terminate the registration of Parent Common Stock the Purchaser Class A Ordinary Shares under the Exchange Act. (d) The Parent Purchaser SEC Reports contain true and complete copies of the applicable Parent Purchaser Financial Statements. The Parent Purchaser Financial Statements (i) fairly present in all material respects the financial position of Parent Purchaser as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Purchaser Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Purchaser has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentPurchaser’s and its Subsidiaries’ assets. Parent Purchaser maintains and, for all periods covered by the Parent Purchaser Financial Statements, has maintained books and records of Parent Purchaser in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent Purchaser in all material respects. (f) Since its incorporation, Parent Purchaser has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent Purchaser to ParentPurchaser’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent Purchaser to ParentPurchaser’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent Purchaser who have a significant role in the internal controls over financial reporting of ParentPurchaser.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPathfinder’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Pathfinder has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPathfinder’s financial reporting and the preparation of ParentPathfinder’s financial statements for external purposes in accordance with GAAP and (ii) Parent Pathfinder has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Pathfinder is made known to ParentPathfinder’s principal executive officer and principal financial officer by others within ParentPathfinder. (b) Parent Pathfinder has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Pathfinder has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Pathfinder Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentPathfinder, threatened against Parent Pathfinder by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Pathfinder Class A Shares or prohibit or terminate the listing of Parent Common Stock Pathfinder Class A Shares on Nasdaq. Parent Except as otherwise contemplated in connection with the Closing and the transactions contemplated by this Agreement and the Ancillary Documents, Pathfinder has not taken any action that is designed to terminate the registration of Parent Common Stock Pathfinder Class A Shares under the Exchange Act. (d) The Parent Pathfinder SEC Reports contain true and complete copies of the applicable Parent Pathfinder Financial Statements. The Parent Pathfinder Financial Statements (i) fairly present in all material respects the financial position of Parent Pathfinder as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Pathfinder Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) in effect as of the date of this Agreement, at the time of filing of the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement. (e) Parent Pathfinder has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentPathfinder’s and its Subsidiaries’ assets. Parent Pathfinder maintains and, for all periods covered by the Parent Pathfinder Financial Statements, has maintained books and records of Parent Pathfinder in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of Parent Pathfinder in all material respects. (f) Since its incorporation, Parent Pathfinder has not received any written complaint, allegation, assertion assertion, claim or claim notification that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent Pathfinder to ParentPathfinder’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent Pathfinder to ParentPathfinder’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent Pathfinder who have a significant role in the internal controls over financial reporting of ParentPathfinder.

Internal Controls; Listing; Financial Statements. (ai) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentCBRG’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent CBRG has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCBRG’s financial reporting and the preparation of ParentCBRG’s financial statements for external purposes in accordance with GAAP and (ii) Parent CBRG has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent CBRG is made known to ParentCBRG’s principal executive officer and principal financial officer by others within ParentCBRG. (ba) Parent CBRG has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (cb) Since its initial public offering, Parent CBRG has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock CBRG Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentCBRG’s knowledge, threatened against Parent CBRG by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock CBRG Class A Shares or prohibit or terminate the listing of Parent Common Stock CBRG Class A Shares on Nasdaq. Parent Except as otherwise contemplated in connection with the Closing and the transactions contemplated by this Agreement and the Ancillary Documents, CBRG has not taken any action that is designed to terminate the registration of Parent Common Stock CBRG Class A Shares under the Exchange Act. (dc) The Parent CBRG SEC Reports contain true and complete copies of the applicable Parent CBRG Financial Statements. The Parent CBRG Financial Statements (i) fairly present in all material respects the financial position of Parent CBRG as at the respective dates thereofthereof (as amended), and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity accordance with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent CBRG Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) in effect as of the date of this Agreement. (ed) Parent CBRG has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentCBRG’s and its Subsidiaries’ assets. Parent CBRG maintains and, for all periods covered by the Parent CBRG Financial Statements, has maintained books and records of Parent CBRG in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of Parent CBRG in all material respects. (fe) Since Except as set forth in Section 4.14(e) of the CBRG Disclosure Schedule, since its incorporation, Parent CBRG has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent CBRG to ParentCBRG’s knowledge, (ii) except as disclosed in the CBRG SEC Reports, a “material weakness” in the internal controls over financial reporting of Parent CBRG to ParentCBRG’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent CBRG who have a significant role in the internal controls over financial reporting of ParentCBRG.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentTortoiseCorp III’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent TortoiseCorp III has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentTortoiseCorp III’s financial reporting and the preparation of ParentTortoiseCorp III’s financial statements for external purposes in accordance with GAAP and (ii) Parent TortoiseCorp III has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent TortoiseCorp III is made known to ParentTortoiseCorp III’s principal executive officer and principal financial officer by others within ParentTortoiseCorp III. (b) Parent TortoiseCorp III has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent TortoiseCorp III has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock TortoiseCorp III Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentTortoiseCorp III, threatened against Parent TortoiseCorp III by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock TortoiseCorp III Class A Shares or prohibit or terminate the listing of Parent Common Stock TortoiseCorp III Class A Shares on NasdaqNYSE. Parent TortoiseCorp III has not taken any action that is designed to terminate the registration of Parent Common Stock TortoiseCorp III Class A Shares under the Exchange Act. (d) The Parent TortoiseCorp III SEC Reports contain true and complete copies of the applicable Parent TortoiseCorp III Financial Statements. The Parent TortoiseCorp III Financial Statements (i) fairly present in all material respects the financial position of Parent TortoiseCorp III as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent TortoiseCorp III Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent TortoiseCorp III has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentTortoiseCorp III’s and its Subsidiaries’ assets. Parent TortoiseCorp III maintains and, for all periods covered by the Parent TortoiseCorp III Financial Statements, has maintained books and records of Parent TortoiseCorp III in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent TortoiseCorp III in all material respects. (f) Since its incorporation, Parent TortoiseCorp III has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent TortoiseCorp III to ParentTortoiseCorp III’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent TortoiseCorp III to ParentTortoiseCorp III’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent TortoiseCorp III who have a significant role in the internal controls over financial reporting of ParentTortoiseCorp III.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentHighCape’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent HighCape has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentHighCape’s financial reporting and the preparation of ParentHighCape’s financial statements for external purposes in accordance with GAAP and (ii) Parent HighCape has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent HighCape is made known to ParentHighCape’s principal executive officer and principal financial officer by others within ParentHighCape. (b) Parent HighCape has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent HighCape has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent HighCape Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentHighCape, threatened against Parent HighCape by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent HighCape Class A Common Stock or prohibit or terminate the listing of Parent HighCape Class A Common Stock on Nasdaq. Parent HighCape has not taken any action that is designed to terminate the registration of Parent HighCape Class A Common Stock under the Exchange Act. (d) The Parent HighCape SEC Reports contain true and complete copies of the applicable Parent HighCape Financial Statements. The Parent HighCape Financial Statements (i) fairly present in all material respects the financial position of Parent HighCape as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent HighCape Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent HighCape has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentHighCape’s and its Subsidiaries’ assets. Parent HighCape maintains and, for all periods covered by the Parent HighCape Financial Statements, has maintained books and records of Parent HighCape in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent HighCape in all material respects. (f) Since its incorporation, Parent HighCape has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeHighCape, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge HighCape or (iii) fraud, whether or not material, that involves management or other employees of Parent HighCape who have a significant role in the internal controls over financial reporting of ParentHighCape.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentCCTS’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent CCTS has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCCTS’s financial reporting and the preparation of Parent’s financial statements the CCTS Financial Statements for external purposes in accordance with GAAP and (ii) Parent CCTS has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent CCTS is made known to ParentCCTS’s principal executive officer and principal financial officer by others within ParentCCTS. (b) Parent CCTS has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringExcept as set forth in section ‎4.13(c) of the CCTS Disclosure Schedules, Parent since the IPO, CCTS has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock (i) CCTS Units, (ii) CCTS Class A Shares and (iii) CCTS Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As Except as set forth in section ‎4.13(c) of the CCTS Disclosure Schedules, as of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentCCTS, threatened against Parent CCTS by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock CCTS Units, CCTS Class A Shares or CCTS Warrants or prohibit or terminate the listing of Parent Common Stock such units, CCTS Class A Shares or CCTS Warrants on Nasdaq. Parent CCTS has not taken any action that is designed to terminate the registration of Parent Common Stock CCTS Units, CCTS Class A Shares or CCTS Warrants under the Exchange Act. (d) The Parent SEC Reports contain true CCTS’s (i) audited balance sheets as of December 31, 2022 and complete copies December 31, 2023 and the related audited statements of operations, changes in shareholders’ deficit and cash flows of CCTS for the applicable Parent years ended December 31 2022 and December 31, 2023 and (ii) unaudited consolidated balance sheet as of June 30, 2024, and the related unaudited statements of operations, changes in shareholders’ deficit and cash flows of CCTS for the three-month and six-month period then ended and the related notes thereto (the “CCTS Financial Statements. The Parent Financial Statements ”) (i) fairly present in all material respects the financial position of Parent CCTS as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent CCTS Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent CCTS has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentCCTS’s and its Subsidiaries’ assets. Parent CCTS maintains and, for all periods covered by the Parent CCTS Financial Statements, has maintained books and records of Parent CCTS in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent CCTS in all material respects. (f) Since its incorporation, Parent CCTS has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent CCTS to ParentCCTS’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent CCTS to ParentCCTS’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent CCTS who have a significant role in the internal controls over financial reporting of ParentCCTS.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), or “smaller reporting company” within the meaning of Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, since including its initial public offeringconsolidated Subsidiaries, (i) if any, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Parent’s Knowledge, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to and, to the Parent’s Knowledge, are sufficient to provide provide, reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail fairly reflect, in all material respects, its transactions and dispositions of assets of Parent; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and Parent Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has established not received written notice from any Governmental Authority or Person alleging, and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under to the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal Knowledge there have been no, significant deficiencies or material weakness in Parent’s internal control over financial officer by others within reporting (whether or not remediated). Since June 30, 2023, there has been no change in Parent’s control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting. (b) As of the date hereof, each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Parent has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent has complied The financial statements and notes contained or incorporated by reference in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock or prohibit or terminate the listing of Parent Common Stock on Nasdaq. Parent has not taken any action that is designed to terminate the registration of Parent Common Stock under the Exchange Act. (d) The Parent SEC Reports contain true and complete copies of Filings (the applicable “Parent Financial Statements. The Parent Financial Statements ”) (i) accurately and fairly present in all material respects the financial position condition and the results of operations, changes in stockholders’ equity and cash flows of Parent as at the respective dates thereofof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subjectreferred to, in the case of any unaudited interim such financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited all in accordance with the standards of the PCAOB GAAP, and (ivii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Parent has no off-balance sheet arrangements (as defined by Regulation S-K) that are not disclosed in the Parent SEC Filings. No financial statements other than those of Parent are required by GAAP to be included in the Parent Financial Statements. (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (e) Neither Parent (including any employee thereof) nor Parent’s independent auditors has established and maintains systems identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for utilized by Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraudany Actual Fraud, whether or not material, that involves Parent’s management or other employees of Parent who have a significant role in the preparation of the Parent Financial Statements or the internal accounting controls over financial reporting utilized by Parent or (iii) any claim or allegation regarding any of Parentthe foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s financial statements included in SPAC’s periodic reports required under the Exchange Act. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (c) Since its initial public offeringIPO, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE under the symbol “PTK-UN”. The issued and outstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “PTK”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE under the symbol “PTK-WT”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC, threatened against Parent SPAC by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants on NasdaqNYSE. Parent Neither SPAC nor any of its Affiliates has not taken any action that is designed to terminate the registration of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants under the Exchange ActAct except as contemplated by this Agreement. SPAC has not received any notice from NYSE or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Units, SPAC Shares or SPAC Warrants from NYSE or the SEC. (d) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC. (g) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), or “smaller reporting company” within the meaning of Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent, since including its initial public offeringconsolidated Subsidiaries, (i) if any, is made known to Parent’s principal executive officer and its principal financial officer by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. To the Parent’s Knowledge, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to and, to the Parent’s Knowledge, are sufficient to provide provide, reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail fairly reflect, in all material respects, its transactions and dispositions of assets of Parent; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and Parent Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has established not received written notice from any Governmental Authority or Person alleging, and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under to the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal Knowledge there have been no, significant deficiencies or material weakness in Parent’s internal control over financial officer by others within reporting (whether or not remediated). Since June 30, 2023, there has been no change in Parent’s control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting. (b) As of the date hereof, each director and executive officer of Parent has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Parent has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent has complied The financial statements and notes contained or incorporated by reference in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock or prohibit or terminate the listing of Parent Common Stock on Nasdaq. Parent has not taken any action that is designed to terminate the registration of Parent Common Stock under the Exchange Act. (d) The Parent SEC Reports contain true and complete copies of Filings (the applicable “Parent Financial Statements. The Parent Financial Statements ”) (i) accurately and fairly present in all material respects the financial position condition and the results of operations, changes in stockholders’ equity and cash flows of Parent as at the respective dates thereofof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subjectreferred to, in the case of any unaudited interim such financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited all in accordance with the standards of the PCAOB GAAP, and (ivii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable. Parent has no off-balance sheet arrangements (as defined by Regulation S-K) that are not disclosed in the Parent SEC Filings. No financial statements other than those of Parent are required by GAAP to be included in the Parent Financial Statements. (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. Parent has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (e) Neither Parent (including any employee thereof) nor Parent’s independent auditors has established and maintains systems identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for utilized by Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraudany Actual Fraud, whether or not material, that involves Parent’s management or other employees of Parent who have a significant role in the preparation of the Parent Financial Statements or the internal accounting controls over financial reporting utilized by Parent or (iii) any claim or allegation regarding any of Parentthe foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Issuer’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent the Issuer has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Issuer’s financial reporting and the preparation of Parent’s financial statements the Issuer Financial Statements for external purposes in accordance with GAAP and (ii) Parent the Issuer has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent the Issuer is made known to Parentthe Issuer’s principal executive officer and principal financial officer by others within Parentthe Issuer. To the knowledge of the Issuer, such disclosure controls and procedures are effective in timely alerting the Issuer’s principal executive officer and principal financial officer to material information required to be included in the Issuer’s periodic reports required under the Exchange Act. (b) Parent There are no outstanding loans or other extensions of credit made by the Issuer to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Issuer. The Issuer has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent The Issuer has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq and is a member in good standing with Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Issuer Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of Parentthe Issuer, threatened against Parent the Issuer by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Issuer Class A Shares or prohibit or terminate the listing of Parent Common Stock Issuer Class A Shares on Nasdaq. Parent The Issuer has not taken any action that is designed to terminate the registration of Parent Common Stock Issuer Class A Shares under the Exchange Act. (d) The Parent SEC Reports contain true and complete copies Except for any changes (including any required revisions to or restatements of the applicable Parent Issuer Financial Statements. The Parent Statements or the Issuer SEC Reports) to (i) the Issuer’s historical accounting of its warrants as equity rather than as liabilities that may be required as a result of the Warrant Pronouncement, (ii) the Issuer’s accounting or classification of the Issuer’s outstanding redeemable shares as temporary, as opposed to permanent, equity that may be required as a result of related statements by the SEC staff or recommendations or requirements of the Issuer’s auditors, or (iii) the Issuer’s historical or future accounting relating to any other guidance from the SEC staff after the date hereof relating to non-cash accounting matters (clauses (i) through (iii), collectively, the “SEC SPAC Accounting Changes”), the Issuer Financial Statements (iA) fairly present in all material respects the financial position of Parent the Issuer as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iiiC) in the case of the audited Parent Issuer Financial Statements, were audited in accordance with the standards of the PCAOB and (ivD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Except as in connection with the SEC SPAC Accounting Changes, the Issuer has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parentthe Issuer’s and its Subsidiaries’ assets. Parent The Issuer maintains and, for all periods covered by the Parent Issuer Financial Statements, has maintained books and records of Parent the Issuer in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent the Issuer in all material respects. (f) Since its Except as in connection with the SEC SPAC Accounting Changes, since the Issuer’s incorporation, Parent neither the Issuer nor its independent auditors has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent the Issuer to Parentthe Issuer’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent the Issuer to Parentthe Issuer’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent the Issuer who have a significant role in the internal controls over financial reporting of Parentthe Issuer.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentMEOA’s status as an “emerging growth company” within as defined in Rule 12b-2 under the meaning of the Securities Act, as modified by the JOBS Exchange Act, or a “smaller reporting company” within the meaning of as defined in Rule 12b-2 under the Exchange Act, since its initial public offering, (i) Parent MEOA has established and maintained a system of internal controls control over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentMEOA’s financial reporting and the preparation of ParentMEOA’s financial statements for external purposes in accordance with GAAP and that: (a) all transactions by or with MEOA and its Subsidiaries are executed in accordance with management’s authorizations; and (b) all transactions by or with MEOA and its Subsidiaries are recorded as necessary to permit the preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for MEOA’s and its Subsidiaries’ assets and liabilities, and (ii) Parent MEOA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent MEOA is made known to ParentMEOA’s principal executive officer and principal financial officer by others within ParentMEOA as appropriate to allow timely decisions regarding required disclosure. (b) Parent has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent MEOA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock MEOA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentMEOA, threatened against Parent MEOA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock MEOA Class A Shares or prohibit or terminate the listing of Parent Common Stock MEOA Class A Shares on Nasdaq. Parent MEOA has not taken any action that is designed to terminate the registration of Parent Common Stock MEOA Class A Shares under the Exchange Act. (dc) The Parent MEOA SEC Reports contain true and complete copies of the applicable Parent MEOA Financial Statements. The Parent Except as disclosed in the MEOA SEC Reports, the MEOA Financial Statements (i) fairly present in all material respects the financial position of Parent MEOA as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent MEOA Financial Statements, were audited in accordance with the standards of the PCAOB PCAOB, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (ed) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent MEOA maintains and, for all periods covered by the Parent MEOA Financial Statements, has maintained books and records of Parent MEOA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent MEOA in all material respects. (fe) Since its incorporation, Parent MEOA to its knowledge has not received any written complaint, allegation, assertion or claim that there is that, as alleged therein, would constitute (i) a “significant deficiency” in the internal controls control over financial reporting of Parent to Parent’s knowledgeMEOA, (ii) a “material weakness” in the internal controls control over financial reporting of Parent to Parent’s knowledge MEOA or (iii) fraudFraud, whether or not material, that involves management or other employees of Parent MEOA who have a significant role in the internal controls control over financial reporting of ParentMEOA.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentBannix’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange ActAct and except as otherwise set forth or disclosed in the Bannix SEC Reports,, since its initial public offering, (i) Parent Bannix has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentBxxxxx’s financial reporting and the preparation of ParentBannix’s financial statements for external purposes in accordance with GAAP and (ii) Parent Bannix has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Bannix is made known to ParentBannix’s principal executive officer and principal financial officer by others within ParentBannix. (b) Parent Bannix has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Bannix has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Bannix Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentBxxxxx’s knowledge, threatened against Parent Bannix by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Bannix Common Stock or prohibit or terminate the listing of Parent Bannix Common Stock on Nasdaq. Parent Bannix has not taken any action that is designed to terminate the registration of Parent Bannix Common Stock under the Exchange Act. (d) The Parent Bannix SEC Reports contain true and complete copies of the applicable Parent Bannix Financial Statements. The Parent Bannix Financial Statements (i) fairly present in all material respects the financial position of Parent Bannix as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent Bannix Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Bannix has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentBannix’s and its Subsidiaries’ assets. Parent Bxxxxx maintains and, for all periods covered by the Parent Bannix Financial Statements, has maintained books and records of Parent Bannix in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent Bannix in all material respects. (f) Since Except as otherwise set forth or disclosed in the Bannix SEC Reports, since its incorporation, Parent Bannix has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeBannix, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Bannix or (iii) fraud, whether or not material, that involves management or other employees of Parent Bannix who have a significant role in the internal controls over financial reporting of ParentBannix. (g) Bannix has limited its activities in all material respects to those activities (a) contemplated by the Prospectus, or (b) otherwise necessary, desirable or advisable to consummate the transactions contemplated by this Agreement or the Ancillary Documents.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringinception, (i) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-5 under the Exchange Act) that are designed to ensure that material information relating to SPAC, including its consolidated Subsidiaries, if any, is made known to SPAC’s principal executive officer and its principal financial officer by others within those entities, and (ii) SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 15d-5 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of Parent’s financial statements the SPAC Financial Statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained GAAP. As of the date hereof, such disclosure controls and procedures (as defined are effective in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parenttimely alerting SPAC’s principal executive officer and principal financial officer by others within Parentto material information required to be included in SPAC’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of SPAC has not taken any action prohibited filed with the SEC on a timely basis all statements required by Section 402 16(a) of the Sxxxxxxx-Xxxxx ActExchange Act and the rules and regulations promulgated thereunder. (c) Since its initial public offeringAs of the date hereof and as of immediately prior to the SPAC Merger, Parent has complied SPAC is in compliance in all material respects with all the applicable listing and corporate governance rules and regulations of Nasdaqthe NYSE. The classes of securities representing issued and outstanding Parent SPAC Class A Common Stock are is registered pursuant to Section 12(b) of the Exchange Act and are is listed for trading on Nasdaqthe NYSE. As of the date hereof and as of this Agreementimmediately prior to the SPAC Merger, there is no Legal Proceeding pending or, to the knowledge Knowledge of ParentSPAC, threatened against Parent SPAC by Nasdaq the NYSE or the SEC with respect to any intention by such entity to deregister Parent SPAC Class A Common Stock or prohibit or terminate the listing of Parent SPAC Class A Common Stock on Nasdaq. Parent has not taken any action that is designed to terminate the registration of Parent Common Stock under the Exchange ActNYSE. (d) The Parent SPAC SEC Reports Filings contain true true, correct and complete copies of the applicable Parent audited balance sheet as of December 31, 2021, and statement of operations, cash flow and changes in shareholders’ equity of SPAC for the period from July 22, 2020 (inception), through December 31, 2021, and the unaudited balance sheet as of June 30, 2022, and statement of operations, cash flow and changes in shareholders’ equity of SPAC for the six-month period ending June 30, 2022, in each case, together with the notes thereon (the “SPAC Financial Statements”). The Parent SPAC Financial Statements (i) fairly have been prepared from the books and records of SPAC, (ii) present fairly, in all material respects respects, the state and the financial position of Parent SPAC, as at the respective dates thereof, and the results of its operations, stockholders’ equity operations and consolidated cash flows for the respective periods then ended ended, (subject, iii) in the case of any unaudited interim financial statementsthe audited SPAC Financial Statements, to normal year-end audit adjustments (none were audited in accordance with the standards of which is expected to be material) the PCAOB, and the absence of footnotes), (ii) were in each case have been prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, except as may be indicated therein or in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesthereto), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). The books and records of SPAC have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (e) Parent There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. SPAC has established and maintains systems not taken any action prohibited by Section 402 of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respectsSxxxxxxx-Xxxxx Act. (f) Since its incorporationExcept as set forth on Section 5.7(f) of the SPAC Disclosure Letter, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is notification of (i) a any “significant deficiency” in the system of internal accounting controls over financial reporting of Parent to Parent’s knowledgeutilized by SPAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, any fraud that involves SPAC’s management or other employees of Parent SPAC who have a significant role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by SPAC, or (iii) any claim or allegation regarding any of Parentthe foregoing.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentCHFW’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent CHFW has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCHFW’s financial reporting and the preparation of ParentCHFW’s financial statements for external purposes in accordance with GAAP and (ii) Parent CHFW has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent CHFW is made known to ParentCHFW’s principal executive officer and principal financial officer by others within ParentCHFW. (b) Parent CHFW has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent CHFW has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE American. The classes of securities representing issued and outstanding Parent Common Stock CHFW Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE American. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentCHFW, threatened against Parent CHFW by Nasdaq NYSE American or the SEC with respect to any intention by such entity to deregister Parent Common Stock CHFW Class A Shares or prohibit or terminate the listing of Parent Common Stock CHFW Class A Shares on NYSE American or prohibit the transfer of the listing to Nasdaq. Parent CHFW has not taken any action that is designed to terminate the registration of Parent Common Stock CHFW Class A Shares under the Exchange Act. (d) The Parent CHFW SEC Reports contain true and complete copies of the applicable Parent CHFW Financial Statements. The Parent CHFW Financial Statements (i) fairly present in all material respects the financial position of Parent CHFW as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent CHFW Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent CHFW has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentCHFW’s and its Subsidiaries’ assets. Parent CHFW maintains and, for all periods covered by the Parent CHFW Financial Statements, has maintained books and records of Parent CHFW in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent CHFW in all material respects. (f) Since its incorporation, Parent CHFW has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent CHFW to ParentCHFW’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent CHFW to ParentCHFW’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent CHFW who have a significant role in the internal controls over financial reporting of ParentCHFW.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentRotor’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent Rotor has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentRotor’s financial reporting and the preparation of ParentRotor’s financial statements for external purposes in accordance with GAAP and (ii) Parent Rotor has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Rotor is made known to ParentRotor’s principal executive officer and principal financial officer by others within ParentRotor. (b) Parent Rotor has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent has complied Rotor is in compliance in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock Rotor Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As NYSE under the symbol “ROT”, the Rotor Warrants are registered pursuant to Section 12(b) of the date Exchange Act and are listed for trading on NYSE under the symbol “XXX.XX” and the Rotor Units are registered pursuant to Section 12(b) of this Agreement, there the Exchange Act and are listed for trading on NYSE under the symbol “ROT.U”. There is no material Proceeding pending or, to the knowledge of ParentRotor, threatened against Parent Rotor by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock Rotor Class A Shares, the Rotor Warrants or the Rotor Units or prohibit or terminate the listing of Parent Common Stock Rotor Class A Shares, the Rotor Warrants or the Rotor Units on NasdaqNYSE. Parent Neither Rotor nor any of its Affiliates has not taken any action that is designed to terminate the registration of Parent Common Stock Rotor Class A Shares under the Exchange Act. (d) The Parent Rotor SEC Reports contain true true, correct, and complete copies of the applicable Parent Rotor Financial Statements. The Parent Rotor Financial Statements (i) fairly present in all material respects the financial position of Parent Rotor as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Rotor Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent Rotor has not received any written complaint, allegation, assertion or claim that there is notification of any (ia) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeRotor, (iib) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Rotor or (iiic) fraud, whether or not material, that involves management or other employees of Parent Rotor who have a significant role in the internal controls over financial reporting of ParentRotor.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentJAWS’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent JAWS has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentJAWS’s financial reporting and the preparation of ParentJAWS’s financial statements for external purposes in accordance with GAAP and (ii) Parent JAWS has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent JAWS is made known to ParentJAWS’s principal executive officer and principal financial officer by others within ParentJAWS. (b) Parent JAWS has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent JAWS has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock JAWS Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentJAWS, threatened against Parent JAWS by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock JAWS Class A Shares or prohibit or terminate the listing of Parent Common Stock JAWS Class A Shares on NasdaqNYSE. Parent JAWS has not taken any action that is designed to terminate the registration of Parent Common Stock JAWS Class A Shares under the Exchange Act. (d) The Parent JAWS SEC Reports contain true and complete copies of the applicable Parent JAWS Financial Statements. The Parent JAWS Financial Statements (i) fairly present in all material respects the financial position of Parent JAWS as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent JAWS Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent JAWS has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentJAWS’s and its Subsidiaries’ assets. Parent JAWS maintains and, for all periods covered by the Parent JAWS Financial Statements, has maintained books and records of Parent JAWS in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent JAWS in all material respects. (f) Since its incorporation, Parent JAWS has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent JAWS to ParentJAWS’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent JAWS to ParentJAWS’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent JAWS who have a significant role in the internal controls over financial reporting of ParentJAWS.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentBHAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent BHAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) which are, to BHAC’s knowledge, sufficient to provide reasonable assurance regarding the reliability of ParentBHAC’s financial reporting and the preparation of ParentBHAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent BHAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent BHAC is made known to ParentBHAC’s principal executive officer and principal financial officer by others within ParentBHAC. (b) Parent BHAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by BHAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of BHAC. (c) Since its initial public offering, Parent to BHAC’s knowledge, BHAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNasdaq or has remediated any such noncompliance. The classes of securities representing issued and outstanding Parent Common Stock BHAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentBHAC’s knowledge, threatened against Parent BHAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock BHAC Class A Shares or prohibit or terminate the listing of Parent Common Stock BHAC Class A Shares on Nasdaq. Parent BHAC has not taken any action that is designed to terminate the registration of Parent Common Stock BHAC Class A Shares under the Exchange Act. (d) The Parent BHAC SEC Reports contain true and complete copies of the applicable Parent BHAC Financial Statements. The Parent BHAC Financial Statements (i) fairly present in all material respects the financial position of Parent BHAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end year‑end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent BHAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent BHAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentBHAC’s and its Subsidiaries’ assets. Parent BHAC maintains and, for all periods covered by the Parent BHAC Financial Statements, has maintained books and records of Parent BHAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent BHAC in all material respects. (f) Since its incorporationincorporation and through the date of this Agreement, Parent to BHAC’s knowledge, BHAC has not received any written report, complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeBHAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge BHAC or (iii) fraud, whether or not material, any fraud that involves management or other employees of Parent BHAC who have a significant role in the internal controls over financial reporting of ParentBHAC. (g) The Company acknowledges that any restatement, revision or other modification of the BHAC SEC Reports or BHAC’s financial statements solely as a result of any agreements, orders, comments or other guidance from the staff of the SEC regarding the accounting policies of BHAC that are generally applicable to special purpose acquisition companies shall not be deemed material for the purposes of this Agreement.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSOAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SOAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSOAC’s financial reporting and the preparation of ParentSOAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SOAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SOAC is made known to ParentSOAC’s principal executive officer and principal financial officer by others within ParentSOAC. (b) Parent SOAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent SOAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock SOAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentSOAC’s knowledge, threatened against Parent SOAC by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock SOAC Class A Shares or prohibit or terminate the listing of Parent Common Stock SOAC Class A Shares on NasdaqNYSE. Parent SOAC has not taken any action that is designed to terminate the registration of Parent Common Stock SOAC Class A Shares under the Exchange Act. (d) The Parent SOAC SEC Reports contain true and complete copies of the applicable Parent SOAC Financial Statements. The Parent SOAC Financial Statements (i) fairly present in all material respects the financial position of Parent SOAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent SOAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SOAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSOAC’s and its Subsidiaries’ assets. Parent SOAC maintains and, for all periods covered by the Parent SOAC Financial Statements, has maintained books and records of Parent SOAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SOAC in all material respects. (f) Since its incorporation, Parent SOAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSOAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SOAC or (iii) fraud, whether or not material, that involves management or other employees of Parent SOAC who have a significant role in the internal controls over financial reporting of ParentSOAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentCCTS’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent CCTS has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCCTS’s financial reporting and the preparation of Parent’s financial statements the CCTS Financial Statements for external purposes in accordance with GAAP and (ii) Parent CCTS has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent CCTS is made known to ParentCCTS’s principal executive officer and principal financial officer by others within ParentCCTS. (b) Parent CCTS has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offeringExcept as set forth in section ‎4.13(c) of the CCTS Disclosure Schedules, Parent since the IPO, CCTS has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock (i) CCTS Units, (ii) CCTS Class A Shares and (iii) CCTS Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As Except as set forth in section ‎4.13(c) of the CCTS Disclosure Schedules, as of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentCCTS, threatened against Parent CCTS by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock CCTS Units, CCTS Class A Shares or CCTS Warrants or prohibit or terminate the listing of Parent Common Stock such units, CCTS Class A Shares or CCTS Warrants on Nasdaq. Parent CCTS has not taken any action that is designed to terminate the registration of Parent Common Stock CCTS Units, CCTS Class A Shares or CCTS Warrants under the Exchange Act. (d) The Parent SEC Reports contain true CCTS’s (i) audited balance sheets as of December 31, 2022 and complete copies December 31, 2023 and the related audited statements of operations, changes in shareholders’ deficit and cash flows of CCTS for the applicable Parent years ended December 31 2022 and December 31, 2023 and (ii) unaudited consolidated balance sheet as of June 30, 2024, and the related unaudited statements of operations, changes in shareholders’ deficit and cash flows of CCTS for the three-month and six-month period then ended and the related notes thereto (the “CCTS Financial Statements. The Parent Financial Statements ”) (i) fairly present in all material respects the financial position of Parent CCTS as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent CCTS Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent CCTS has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentCCTS’s and its Subsidiaries’ assets. Parent CCTS maintains and, for all periods covered by the Parent CCTS Financial Statements, has maintained books and records of Parent CCTS in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent CCTS in all material respects. (f) Since its incorporation, Parent CCTS has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent CCTS to ParentCCTS’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent CCTS to ParentCCTS’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent CCTS who have a significant role in the internal controls over financial reporting of ParentCCTS.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent. (b) Parent has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since Except as disclosed in the Parent SEC Reports, since its initial public offering, Parent has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, except as disclosed in the Parent SEC Reports, there is no Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock or prohibit or terminate the listing of Parent Common Stock on Nasdaq. Parent has not taken any action that is designed to terminate the registration of Parent Common Stock under the Exchange Act. (d) The Parent SEC Reports contain true and complete copies of the applicable Parent Financial Statements. The Parent Financial Statements (i) fairly present in all material respects the financial position of Parent as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parentthe SPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, and except as has been disclosed in the SEC Reports (i) Parent the SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe SPAC’s financial reporting and the preparation of Parentthe SPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent the SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent the SPAC is made known to Parentthe SPAC’s principal executive officer and principal financial officer by others within Parentthe SPAC. To the knowledge of the SPAC, such disclosure controls and procedures are effective in timely alerting the SPAC’s principal executive officer and principal financial officer to material information required to be included in the SPAC’s financial statements included in the SPAC’s periodic reports required under the Exchange Act. (b) Parent The SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by the SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the SPAC. (c) Since its initial public offeringIPO, Parent the SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaqthe New York Stock Exchange (“NYSE”). The classes of securities representing issued and outstanding Parent Common Stock units of the SPAC (“SPAC Units”) are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. The issued and outstanding Class A Ordinary Shares of the SPAC (“SPAC Shares”) are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. The issued and outstanding warrants of the SPAC (“SPAC Warrants”) are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC, threatened against Parent the SPAC by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants on NasdaqNYSE. Parent Neither SPAC nor Seller nor any of their Affiliates has not taken any action that is designed to terminate the registration of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants under the Exchange ActAct except as contemplated by this Agreement. (d) The Parent SEC Reports contain true and complete copies of the applicable Parent Financial Statements. The Parent Financial Statements (i) fairly present in all material respects the financial position of Parent as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parentthe SPAC’s and its Subsidiaries’ assets. Parent The SPAC maintains and, for all periods covered by the Parent Financial StatementsSPAC’s financial statements, has maintained books and records of Parent the SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent the SPAC in all material respects. (fe) Since its incorporation, Parent the SPAC has not received any written complaint, allegation, assertion or claim that there is (i) other than as disclosed in in the SEC Reports a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgethe SPAC, (ii) other than as disclosed in in the SEC Reports a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge the SPAC or (iii) fraud, whether or not material, that involves management or other employees of Parent the SPAC who have a significant role in the internal controls over financial reporting of Parentthe SPAC. (f) To the knowledge of the SPAC, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentQell’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent Qell has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentQell’s financial reporting and the preparation of ParentQell’s financial statements for external purposes in accordance with GAAP and (ii) Parent Qell has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Qell is made known to ParentQell’s principal executive officer and principal financial officer by others within ParentQell. (b) Parent Qell has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offeringincorporation, Parent Qell has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Qell Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentQell, threatened against Parent Qell by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Qell Class A Shares or prohibit or terminate the listing of Parent Common Stock Qell Class A Shares on Nasdaq. Parent Qell has not taken any action that is designed to terminate the registration of Parent Common Stock Qell Class A Shares under the Exchange Act. (d) The Parent Qell SEC Reports contain true and complete copies of the applicable Parent Qell Financial Statements. The Parent Qell Financial Statements (i) fairly present in all material respects the financial position of Parent Qell as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Qell Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Qell has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentQell’s and its Subsidiaries’ assets. Parent Qell maintains and, for all periods covered by the Parent Qell Financial Statements, has maintained books and records of Parent Qell in the ordinary course of business that are accurate accurately and complete and fairly reflect the revenues, expenses, transactions and dispositions of the assets and liabilities of Parent Qell in all material respects. (f) Since its incorporation, Parent Qell has not received any written complaint, allegation, assertion or claim that there is notification of any (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeQell, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Qell or (iii) fraud, whether or not material, that involves management or other employees of Parent Qell who have a significant role in the internal controls over financial reporting of ParentQell.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentFEAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent FEAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentFEAC’s financial reporting and the preparation of ParentFEAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent FEAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent FEAC is made known to ParentFEAC’s principal executive officer and principal financial officer by others within ParentFEAC. (b) Parent FEAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringIPO, Parent FEAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock FEAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentFEAC, threatened against Parent FEAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock FEAC Class A Shares or prohibit or terminate the listing of Parent Common Stock FEAC Class A Shares on Nasdaq. Parent FEAC has not taken any action that is designed to terminate the registration of Parent Common Stock FEAC Class A Shares under the Exchange Act. (d) The Parent FEAC SEC Reports contain true and complete copies of the applicable Parent FEAC Financial Statements. The Parent FEAC Financial Statements (i) fairly present in all material respects the financial position of Parent FEAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-year- end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent FEAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent FEAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentFEAC’s and its Subsidiaries’ assets. Parent FEAC maintains and, for all periods covered by the Parent FEAC Financial Statements, has maintained books and records of Parent FEAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent FEAC in all material respects. (f) Since Other than as set forth in Section 4.7(f) of the FEAC Disclosure Schedules, since its incorporation, Parent FEAC has not received any written complaint, allegation, assertion or claim that there is, and to FEAC’s knowledge there has been no, and there is not, (i) a any “significant deficiency” in the internal controls over financial reporting of Parent FEAC to ParentFEAC’s knowledge, (ii) a any “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge FEAC or (iii) fraudfraud or corporate misappropriation, whether or not material, that involves management or other employees of Parent FEAC who have a significant role in the internal controls over financial reporting of ParentFEAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPTAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent PTAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPTAC’s financial reporting and the preparation of ParentPTAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent PTAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent PTAC is made known to ParentPTAC’s principal executive officer and principal financial officer by others within ParentPTAC. (b) Parent PTAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringAs of the date hereof, Parent has complied PTAC is in compliance in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock PTAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentPTAC, threatened against Parent PTAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock PTAC Class A Shares or prohibit or terminate the listing of Parent Common Stock PTAC Class A Shares on Nasdaq. Parent PTAC has not taken any action that is designed to terminate the registration of Parent Common Stock PTAC Class A Shares under the Exchange Act. (d) The Parent PTAC SEC Reports contain true true, correct, and complete copies of the applicable Parent PTAC Financial Statements. The Parent PTAC Financial Statements (i) fairly present in all material respects the financial position of Parent PTAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent PTAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent PTAC has not received any written complaint, allegation, assertion or claim that there is notification of any (ia) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgePTAC, (iib) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge PTAC or (iiic) fraud, whether or not material, that involves management or other employees of Parent PTAC who have a significant role in the internal controls over financial reporting of ParentPTAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentDSAQ’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent DSAQ has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) ), which are, to DSAQ’s knowledge, sufficient to provide reasonable assurance regarding the reliability of ParentDSAQ’s financial reporting and the preparation of ParentDSAQ’s financial statements Financial Statements for external purposes in accordance with GAAP and (ii) Parent DSAQ has established and maintained disclosure controls and procedures (as defined in required under Rule 13a-15 and Rule 15d-15 under the Exchange Act) . Such disclosure controls and procedures are designed to ensure that material information relating to Parent DSAQ is made known to ParentDSAQ’s principal executive officer and principal financial officer by others within ParentDSAQ. (b) Parent DSAQ has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringoffering through the date of this Agreement, Parent except as set forth in Section 4.07(c) of the DSAQ Disclosure Schedules, DSAQ has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaqthe Current Stock Exchange. The classes As of securities representing issued the date of this Agreement, (i) the DSAQ Units, DSAQ Class A Shares and outstanding Parent Common Stock DSAQ Warrants are registered pursuant to Section 12(b) of the Exchange Act Act, and (ii) the DSAQ Units and DSAQ Class A Shares are listed for trading on Nasdaqthe Current Stock Exchange. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentDSAQ’s knowledge, threatened against Parent DSAQ by Nasdaq the Current Stock Exchange or the SEC with respect to any intention by such entity to deregister Parent Common Stock the DSAQ Units, DSAQ Class A Shares or DSAQ Warrants, or prohibit or terminate the listing of Parent Common DSAQ Units or DSAQ Class A Shares on the Current Stock on NasdaqExchange. Parent DSAQ has not taken any action that is designed to terminate the registration of Parent Common Stock DSAQ Units, DSAQ Class A Shares or DSAQ Warrants under the Exchange Act. (d) The Parent audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the DSAQ SEC Reports contain true and complete copies of (the applicable Parent “DSAQ Financial Statements. The Parent Financial Statements ”) (i) fairly present in all material respects the financial position of Parent DSAQ as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent DSAQ Financial Statements, were audited in accordance with the standards of the PCAOB standards of the Public Company Accounting Oversight Board (the “PCAOB”) and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent DSAQ has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentDSAQ’s and its Subsidiaries’ assets. Parent DSAQ maintains and, for all periods covered by the Parent DSAQ Financial Statements, has maintained books and records of Parent DSAQ in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent DSAQ in all material respects. (f) Since its incorporation, Parent has not received neither DSAQ (including any written complaint, allegation, assertion employee thereof) nor DSAQ’s independent auditors have identified or claim that there is been made aware of: (i) a “any significant deficiency” deficiency or material weakness in the system of internal accounting controls over financial reporting of Parent to Parent’s knowledge, utilized by DSAQ; (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) any fraud, whether or not material, that involves DSAQ’s management or other employees of Parent who have a significant role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by DSAQ; or (iii) any claim or allegation regarding any of Parentthe foregoing. (g) Section 4.07(g) of the DSAQ Disclosure Schedules sets forth the principal amount of all of the outstanding Indebtedness for borrowed money, as of the date hereof, of DSAQ.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s financial statements included in SPAC’s periodic reports required under the Exchange Act. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (c) Since its initial public offeringIPO, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNasdaq under the symbol “SAIIU”. The issued and outstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “SAII”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “SAIIW”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants on Nasdaq. Parent Neither SPAC nor any of its Affiliates has not taken any action that is designed to terminate the registration of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants under the Exchange ActAct except as contemplated by this Agreement. SPAC has not received any notice from Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Units, SPAC Shares or SPAC Warrants from Nasdaq or the SEC. (d) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC. (g) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. (b) Parent There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringIPO, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaqthe NYSE. The classes of securities representing issued and outstanding Parent Common Stock SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaqthe NYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentSPAC’s knowledge, threatened against Parent SPAC by Nasdaq the NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock SPAC Class A Shares or prohibit or terminate the listing of Parent Common Stock SPAC Class A Shares on Nasdaqthe NYSE. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Common Stock SPAC Class A Shares under the Exchange Act. (d) The Parent SPAC SEC Reports contain true true, correct and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent neither SPAC, nor to SPAC’s knowledge, an independent auditor of SPAC, has not received identified any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a or “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC, or (iiiii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, and except as described in the Amended 10-K Filings, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentSPAC’s knowledge, threatened against Parent SPAC by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock SPAC Class A Shares or prohibit or terminate the listing of Parent Common Stock SPAC Class A Shares on NasdaqNYSE. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Common Stock SPAC Class A Shares under the Exchange Act. (d) The Parent After giving effect to the Amended 10-K Filings, the SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent After giving effect to the Amended 10-K Filings, the SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Except as described in the Amended 10-K Filings, SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent neither SPAC, nor to the SPAC’s knowledge, an independent auditor of SPAC, has not received identified any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a deficiency”or “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC, except as described in the Amended 10-K Filings, or (iiiii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s financial statements included in SPAC’s periodic reports required under the Exchange Act. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (c) Since its initial public offeringIPO, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SPAC Public Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNasdaq under the symbol “MOBVU”. The issued and outstanding SPAC Public Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “MOBV”. The issued and outstanding SPAC Public Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “MOBVW”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock the SPAC Public Units, SPAC Public Shares or SPAC Public Warrants or suspend, prohibit or terminate the listing of Parent Common Stock the SPAC Public Units, SPAC Public Shares or SPAC Public Warrants on Nasdaq. Parent Neither SPAC nor any of its Affiliates has not taken any action that is designed to terminate the registration of Parent Common Stock the SPAC Public Units, SPAC Public Shares or SPAC Public Warrants under the Exchange ActAct except as contemplated by this Agreement. SPAC has not received any notice from Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Public Units, SPAC Public Shares or SPAC Public Warrants from Nasdaq or the SEC. (d) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentGG’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent GG has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) ), which are, to GG’s knowledge, sufficient to provide reasonable assurance regarding the reliability of ParentGG’s financial reporting and the preparation of ParentGG’s financial statements Financial Statements for external purposes in accordance with GAAP and (ii) Parent GG has established and maintained disclosure controls and procedures (as defined in required under Rule 13a-15 and Rule 15d-15 under the Exchange Act) . Such disclosure controls and procedures are designed to ensure that material information relating to Parent GG is made known to ParentGG’s principal executive officer and principal financial officer by others within ParentGG. (b) Parent GG has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent except as set forth in Section 5.07(c) of the GG Disclosure Schedules, GG has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaqthe Stock Exchange. The classes of securities representing issued GG Units, GG Class A Shares and outstanding Parent Common Stock GG Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaqthe Stock Exchange. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentGG’s knowledge, threatened against Parent GG by Nasdaq the Stock Exchange or the SEC with respect to any intention by such entity to deregister Parent Common Stock GG Units, GG Class A Shares or GG Warrants or prohibit or terminate the listing of Parent Common GG Units, GG Class A Shares or GG Warrants on the Stock on NasdaqExchange. Parent GG has not taken any action that is designed to terminate the registration of Parent Common Stock GG Units, GG Class A Shares or GG Warrants under the Exchange Act. (d) The Parent audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the GG SEC Reports contain true and complete copies of (the applicable Parent “GG Financial Statements. The Parent Financial Statements ”) (i) fairly present in all material respects the financial position of Parent GG as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent GG Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent GG has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentGG’s and its Subsidiaries’ assets. Parent GG maintains and, for all periods covered by the Parent GG Financial Statements, has maintained books and records of Parent GG in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent GG in all material respects. (f) Since its incorporation, Parent has not received neither GG (including any written complaint, allegation, assertion employee thereof) nor GG’s independent auditors have identified or claim that there is been made aware of: (i) a “any significant deficiency” deficiency or material weakness in the system of internal accounting controls over financial reporting of Parent to Parent’s knowledge, utilized by GG; (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) any fraud, whether or not material, that involves GG’s management or other employees of Parent who have a significant role in the preparation of financial statements or the internal accounting controls over financial reporting utilized by GG; or (iii) any claim or allegation regarding any of Parentthe foregoing. (g) Section 5.07(g) of the GG Disclosure Schedules sets forth the principal amount of all of the outstanding Indebtedness for borrowed money, as of the date hereof, of GG.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. (b) Parent There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since Except as set forth on Section 6.12 of the SPAC Disclosure Schedule, since its initial public offeringIPO, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. The classes of securities representing issued and outstanding Parent Common Stock SPAC Class A Shares, SPAC Warrants and SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentSPAC’s knowledge, threatened against Parent SPAC by Nasdaq Financial Industry Regulatory Authority, NASDAQ or the SEC with respect to any intention by such entity to deregister Parent Common Stock SPAC Class A Shares or prohibit or terminate the listing of Parent Common Stock SPAC Class A Shares on NasdaqNASDAQ. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Common Stock SPAC Class A Shares under the Exchange Act. (d) The Parent SPAC SEC Reports contain true true, correct and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof thereof, including Regulation S-X or Regulation S-K, as applicable (including except as may be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent neither SPAC, nor to SPAC’s knowledge, an independent auditor of SPAC, has not received identified any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a or “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC, or (iiiii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentCHP’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent CHP has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCHP’s financial reporting and the preparation of ParentCHP’s financial statements for external purposes in accordance with GAAP and (ii) Parent CHP has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent CHP is made known to ParentCHP’s principal executive officer and principal financial officer by others within ParentCHP. (b) Parent CHP has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringIPO, Parent CHP has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent CHP Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentCHP, threatened against Parent CHP by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent CHP Class A Common Stock or prohibit or terminate the listing of Parent CHP Class A Common Stock on Nasdaq. Parent CHP has not taken any action that is designed to terminate the registration of Parent CHP Class A Common Stock under the Exchange Act. (d) The Parent CHP SEC Reports contain true and complete copies of the applicable Parent CHP Financial Statements. The Parent CHP Financial Statements (i) fairly present in all material respects the financial position of Parent CHP as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent CHP Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent CHP has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentCHP’s and its Subsidiaries’ assets. Parent CHP maintains and, for all periods covered by the Parent CHP Financial Statements, has maintained books and records of Parent CHP in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent CHP in all material respects. (f) Since its incorporation, Parent CHP has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent CHP to ParentCHP’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent CHP to ParentCHP’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent CHP who have a significant role in the internal controls over financial reporting of ParentCHP.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since Since its initial public offeringincorporation, (i) Parent STPC has established and maintained maintains a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSTPC’s financial reporting and the preparation of ParentSTPC’s financial statements for external purposes in accordance with GAAP and (ii) Parent STPC has established and maintained maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent STPC is made known to ParentSTPC’s principal executive officer and principal financial officer by others within ParentSTPC. (b) Parent STPC has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent has complied STPC is in compliance in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock STPC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentSTPC, threatened against Parent STPC by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock STPC Shares or STPC Warrants or prohibit or terminate the listing of Parent Common Stock STPC Shares or STPC Warrants on NasdaqNYSE. Parent STPC has not taken any action that is designed to terminate the registration of Parent Common Stock STPC Shares or STPC Warrants under the Exchange Act. (d) The Parent STPC SEC Reports contain true true, correct, and complete copies of the applicable Parent STPC Financial Statements. The Parent STPC Financial Statements (i) fairly present in all material respects the financial position of Parent STPC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is reasonably expected to be material) and the absence of footnotes)), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is reasonably expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent STPC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent STPC has not received any written notification, complaint, allegation, assertion or claim that there is any (ia) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSTPC, (iib) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge STPC or (iiic) fraud, whether or not material, that involves management or other employees of Parent STPC who have a significant role in the internal controls over financial reporting of ParentSTPC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPathfinder’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Pathfinder has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPathfinder’s financial reporting and the preparation of ParentPathfinder’s financial statements for external purposes in accordance with GAAP and (ii) Parent Pathfinder has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Pathfinder is made known to ParentPathfinder’s principal executive officer and principal financial officer by others within ParentPathfinder. (b) Parent Pathfinder has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Pathfinder has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Pathfinder Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentPathfinder, threatened in writing against Parent Pathfinder by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Pathfinder Class A Shares or prohibit or terminate the listing of Parent Common Stock Pathfinder Class A Shares on Nasdaq. Parent Except as otherwise contemplated in connection with the Closing and the transactions contemplated by this Agreement and the Ancillary Documents, Pathfinder has not taken any action that is designed to terminate the registration of Parent Common Stock Pathfinder Class A Shares under the Exchange Act. (d) The Parent Pathfinder SEC Reports contain true and complete copies of the applicable Parent Pathfinder Financial Statements. The Parent Pathfinder Financial Statements (i) fairly present in all material respects the financial position of Parent Pathfinder as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Pathfinder Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) in effect as of the date of this Agreement, at the time of filing of the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement. (e) Parent Pathfinder has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentPathfinder’s and its Subsidiaries’ assets. Parent Pathfinder maintains and, for all periods covered by the Parent Pathfinder Financial Statements, has maintained books and records of Parent Pathfinder in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of Parent Pathfinder in all material respects. (f) Since its incorporation, Parent Pathfinder has not received any written complaint, allegation, assertion assertion, claim or claim notification that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent Pathfinder to ParentPathfinder’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent Pathfinder to ParentPathfinder’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent Pathfinder who have a significant role in the internal controls over financial reporting of ParentPathfinder.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentACT’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent ACT has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentACT’s financial reporting and the preparation of ParentACT’s financial statements for external purposes in accordance with GAAP and (ii) Parent ACT has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent ACT is made known to ParentACT’s principal executive officer and principal financial officer by others within ParentACT. (b) Parent ACT has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by ACT to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ACT. (c) Since its initial public offering, Parent except as set forth on Section 4.16(c) of the ACT Disclosure Schedules, ACT has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Pre-Closing ACT Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentACT’s knowledge, threatened against Parent ACT by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Pre-Closing ACT Class A Shares or the Post-Closing ACT Class A Shares or prohibit or terminate the listing of Parent Common Stock Pre-Closing ACT Class A Shares or the Post-Closing ACT Class A Shares on Nasdaq. Parent ACT has not taken any action that is designed to terminate the registration of Parent Common Stock Pre-Closing ACT Class A Shares or the Post-Closing ACT Class A Shares under the Exchange Act. (d) The Parent ACT SEC Reports contain true and complete copies of the applicable Parent ACT Financial Statements. The Parent ACT Financial Statements (i) fairly present in all material respects the financial position of Parent ACT as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto thereto) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent ACT Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent ACT has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentACT’s and its Subsidiaries’ assets. Parent ACT maintains and, for all periods covered by the Parent ACT Financial Statements, has maintained books and records of Parent ACT in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent ACT in all material respects. (f) Since Except as disclosed on Section 4.16(f) of the ACT Disclosure Schedules, since its incorporation, Parent ACT has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeACT, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge ACT or (iii) fraud, whether or not material, that involves management or other employees of Parent ACT who have a significant role in the internal controls over financial reporting of ParentACT.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentDYNS’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS ActJumpstart Our Business Startups Act of 2012, as amended, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent DYNS has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentDYNS’s financial reporting and the preparation of ParentDYNS’s financial statements for external purposes in accordance with GAAP GAAP, and (ii) Parent DYNS has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent DYNS is made known to ParentDYNS’s principal executive officer and principal financial officer by others within ParentDYNS. Such disclosure controls and procedures are effective in timely alerting DYNS’s principal executive officer and principal financial officer to material information required to be included in DYNS’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of DYNS has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. DYNS has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent DYNS has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes class of securities representing issued and outstanding Parent Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentDYNS, threatened against Parent DYNS by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on Nasdaq. Parent DYNS has not taken any action that is designed to terminate the registration of Parent Class A Common Stock under the Exchange Act. (d) (i) The Parent DYNS SEC Reports contain true and complete copies of the applicable Parent financial statements (including all related notes and schedules thereto) of DYNS (the “DYNS Financial Statements”). The Parent DYNS Financial Statements (iA) fairly present in all material respects the financial position of Parent DYNS as at the respective dates thereof, and the results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subjectand fairly present, in the case of any unaudited interim financial statementsall material respects, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)its stockholders’ equity, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (exceptinvolved, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (ivC) comply comply, in all material respects respects, with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent DYNS has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentDYNS’s and its Subsidiaries’ assets. Parent DYNS maintains and, for all periods covered by the Parent DYNS Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent DYNS in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Liabilities of Parent in all material respectsDYNS. (f) Since There are no outstanding loans or other extensions of credit made by DYNS to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of DYNS. (g) Except as set forth on Section 4.13(g) of the DYNS Disclosure Schedules, since its incorporation, Parent neither DYNS (including any employee thereof) nor, to the knowledge of DYNS, DYNS’s independent auditors, has not received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeDYNS, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge DYNS, or (iii) fraud, whether or not material, that involves management or other employees of Parent DYNS who have a significant role in the internal controls over financial reporting of ParentDYNS.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentCascadia’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Cascadia has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCascadia’s financial reporting and the preparation of Parent’s financial statements Cascadia Financial Statements for external purposes in accordance with GAAP and (ii) Parent Cascadia has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Cascadia is made known to ParentCascadia’s principal executive officer and principal financial officer by others within ParentCascadia. (b) Parent Cascadia has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by Cascadia to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Cascadia. (c) Since its initial public offering, Parent offering Cascadia has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Cascadia Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentCascadia’s knowledge, threatened against Parent Cascadia by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Cascadia Shares or prohibit or terminate the listing of Parent Common Stock Cascadia Shares on Nasdaq. Parent Cascadia has not taken any action that is designed to terminate the registration of Parent Common Stock Cascadia Shares under the Exchange Act. (d) The Parent Cascadia SEC Reports contain true and complete copies of the applicable Parent Cascadia Financial Statements. The Parent Cascadia Financial Statements (i) fairly present in all material respects the financial position of Parent Cascadia as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto thereto) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent Cascadia Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Cascadia has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentCascadia’s and its Subsidiaries’ assets. Parent Cascadia maintains and, for all periods covered by the Parent Cascadia Financial Statements, has maintained books and records of Parent Cascadia in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent Cascadia in all material respects. (f) Since its incorporation, Parent Cascadia has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeCascadia, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Cascadia or (iii) fraud, whether or not material, that involves management or other employees of Parent Cascadia who have a significant role in the internal controls over financial reporting of ParentCascadia.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent. (b) Parent has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on Nasdaq. Parent has not taken any action that is designed to terminate the registration of Parent Class A Common Stock under the Exchange Act. (d) The Parent SEC Reports contain true and complete copies of the applicable Parent Financial Statements. The Parent Financial Statements (i) fairly present in all material respects the financial position of Parent as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent7GC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent 7GC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent7GC’s financial reporting and the preparation of Parent7GC’s financial statements for external purposes in accordance with GAAP and (ii) Parent 7GC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent 7GC is made known to Parent7GC’s principal executive officer and principal financial officer by others within Parent7GC. (b) Parent 7GC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringAs of the date hereof, Parent has complied 7GC is in compliance in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock 7GC Pre-Merger Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of Parent7GC, threatened against Parent 7GC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock 7GC Pre-Merger Class A Shares or prohibit or terminate the listing of Parent Common Stock 7GC Pre-Merger Class A Shares on Nasdaq. Parent 7GC has not taken any action that is designed to terminate the registration of Parent Common Stock 7GC Pre-Merger Class A Shares under the Exchange Act. (d) The Parent 7GC SEC Reports contain true true, correct, and complete copies of the applicable Parent 7GC Financial Statements. The Parent 7GC Financial Statements (i) fairly present in all material respects the financial position of Parent 7GC as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent 7GC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent 7GC has not received any written complaint, allegation, assertion or claim that there is notification of any (ia) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge7GC, (iib) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge 7GC or (iiic) fraudFraud, whether or not material, that involves management or other employees of Parent 7GC who have a significant role in the internal controls over financial reporting of Parent7GC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentBOA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent BOA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentBOA’s financial reporting and the preparation of ParentBOA’s financial statements for external purposes in accordance with GAAP and (ii) Parent BOA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent BOA is made known to ParentBOA’s principal executive officer and principal financial officer by others within ParentBOA. (b) Parent BOA has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent BOA has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock BOA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentBOA’s knowledge, threatened against Parent BOA by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock BOA Class A Shares or prohibit or terminate the listing of Parent Common Stock BOA Class A Shares on NasdaqNYSE. Parent BOA has not taken any action that is designed to terminate the registration of Parent Common Stock BOA Class A Shares under the Exchange Act. (d) The Parent BOA SEC Reports contain true and complete copies of the applicable Parent BOA Financial Statements. The Parent BOA Financial Statements (i) fairly present in all material respects the financial position of Parent BOA as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent BOA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent BOA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentBOA’s and its Subsidiaries’ assets. Parent BOA maintains and, for all periods covered by the Parent BOA Financial Statements, has maintained books and records of Parent BOA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent BOA in all material respects. (f) Since Except as otherwise set forth or disclosed in the BOA SEC Reports, since its incorporation, Parent BOA has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeBOA, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge BOA or (iii) fraud, whether or not material, that involves management or other employees of Parent BOA who have a significant role in the internal controls over financial reporting of ParentBOA. (g) BOA has limited its activities in all material respects to those activities (a) contemplated by the Prospectus, or (b) otherwise necessary, desirable or advisable to consummate the transactions contemplated by this Agreement or the Ancillary Documents.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentENVI’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent ENVI has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentENVI’s financial reporting and the preparation of Parentthe ENVI’s financial statements for external purposes in accordance with GAAP and (ii) Parent ENVI has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent ENVI is made known to ParentENVI’s principal executive officer and principal financial officer by others within ParentENVI. (b) Parent ENVI has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by ENVI to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ENVI. (c) Since its initial public offeringoffering (“IPO”), Parent except as set forth on Section 4.16(c) of the ENVI Disclosure Schedules, ENVI has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock ENVI Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentENVI’s knowledge, threatened against Parent ENVI by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock ENVI Class A Shares or prohibit or terminate the listing of Parent Common Stock ENVI Class A Shares on Nasdaq. Parent ENVI has not taken any action that is designed to terminate the registration of Parent Common Stock ENVI Class A Shares under the Exchange Act. (d) The Parent ENVI SEC Reports contain true and complete copies of the applicable Parent ENVI Financial Statements. The Parent ENVI Financial Statements (i) fairly present in all material respects the financial position of Parent ENVI as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto thereto) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent ENVI Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent ENVI has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentENVI’s and its Subsidiaries’ assets. Parent ENVI maintains and, for all periods covered by the Parent ENVI Financial Statements, has maintained books and records of Parent ENVI in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent ENVI in all material respects. (f) Since its incorporation, Parent ENVI has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeENVI, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge ENVI or (iii) fraud, whether or not material, that involves management or other employees of Parent ENVI who have a significant role in the internal controls over financial reporting of ParentENVI.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Company’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or a “smaller reporting company” within the meaning of as defined in Rule 12b-2 promulgated under the Exchange Act, since its initial public offering, (i) Parent the Company has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCompany’s financial reporting and the preparation of Parentthe Company’s financial statements for external purposes in accordance with GAAP and (ii) Parent the Company has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent the Company is made known to Parentthe Company’s principal executive officer and principal financial officer by others within Parentthe Company. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of the Company has not taken any action prohibited filed with the SEC on a timely basis all statements required by Section 402 16(a) of the Sxxxxxxx-Xxxxx ActExchange Act and the rules and regulations promulgated thereunder. (c) Since its initial public offeringJanuary 1, Parent 2021, except as set forth in Schedule 6.9(c) of the Disclosure Schedules, the Company has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Company Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding Action pending or, to the knowledge Knowledge of Parentthe Company, threatened against Parent the Company by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the Company Common Stock or prohibit or terminate the listing of Parent Company Common Stock on Nasdaq. Parent The Company has not taken any action that is designed to terminate the registration of Parent Company Common Stock under the Exchange Act. (d) The Parent Company SEC Reports contain true and complete copies of the applicable Parent audited consolidated balance sheet of the Company as of years ended December 31, 2021, 2022 and 2023 and the related audited consolidated statements of operations and comprehensive loss, shareholders equity (deficit) and cash flows of the Company for the years then ended, together with the auditor’s reports thereon (collectively, the “Company Financial Statements”). The Parent Company Financial Statements (iA) fairly present in all material respects the financial position of Parent the Company as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesthereto), (iiiC) in the case of the audited Parent Company Financial Statements, were audited in accordance with the standards of the PCAOB Public Company Accounting Oversight Board and (ivD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parentthe Company’s and its Subsidiaries’ assets. Parent The Company maintains and, for all periods covered by the Parent Company Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent the Company in the ordinary course Ordinary Course of business Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respectsthe Company. (f) Since its incorporation, Parent There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act. (g) For the past three (3) years, neither the Company (including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors, has received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgethe Company, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge the Company or (iii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parentthe Company.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentMAAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent MAAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentMAAC’s financial reporting and the preparation of ParentMAAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent MAAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent MAAC is made known to ParentMAAC’s principal executive officer and principal financial officer by others within ParentMAAC. (b) Parent MAAC has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by MAAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of MAAC. (c) Since its initial public offering, Parent MAAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock MAAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentMAAC’s knowledge, threatened against Parent MAAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock MAAC Class A Shares or prohibit or terminate the listing of Parent Common Stock MAAC Class A Shares on Nasdaq. Parent As of the date hereof, MAAC has not taken any action that is designed to terminate the registration of Parent Common Stock MAAC Class A Shares under the Exchange Act. (d) The Parent MAAC SEC Reports contain true and complete copies of the applicable Parent MAAC Financial Statements. The Parent MAAC Financial Statements (i) fairly present in all material respects the financial position of Parent MAAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent MAAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent MAAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentMAAC’s and its Subsidiaries’ assets. Parent MAAC maintains and, for all periods covered by the Parent MAAC Financial Statements, has maintained books and records of Parent MAAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent MAAC in all material respects. (f) Since its incorporation, Parent MAAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeMAAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge MAAC or (iii) fraud, whether or not material, that involves management or other employees of Parent MAAC who have a significant role in the internal controls over financial reporting of ParentMAAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s Atlas’ status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Atlas has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s Atlas’ financial reporting and the preparation of Parent’s Atlas’ financial statements for external purposes in accordance with GAAP and (ii) Parent Atlas has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Atlas is made known to Parent’s Atlas’ principal executive officer and principal financial officer by others within ParentAtlas. (b) Parent Atlas has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Atlas has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock Atlas Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentAtlas’ knowledge, threatened against Parent Atlas by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock Atlas Class A Shares or prohibit or terminate the listing of Parent Common Stock Atlas Class A Shares on NasdaqNYSE. Parent Atlas has not taken any action that is designed to terminate the registration of Parent Common Stock Atlas Class A Shares under the Exchange Act. (d) The Parent Atlas SEC Reports contain true and complete copies of the applicable Parent Atlas Financial Statements. The Parent Atlas Financial Statements (i) fairly present in all material respects the financial position of Parent Atlas as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent Atlas Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Atlas has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s Atlas’ and its Subsidiaries’ assets. Parent Atlas maintains and, for all periods covered by the Parent Atlas Financial Statements, has maintained books and records of Parent Atlas in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent Atlas in all material respects. (f) Since its incorporation, Parent Atlas has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeAtlas, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Atlas or (iii) fraud, whether or not material, that involves management or other employees of Parent Atlas who have a significant role in the internal controls over financial reporting of ParentAtlas.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSeqLL’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of as defined in Rule 12b-2 promulgated under the Exchange Act, since its initial public offering, (i) Parent SeqLL has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSeqLL’s financial reporting and the preparation of ParentSeqLL’s financial statements for external purposes in accordance with GAAP and (ii) Parent SeqLL has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SeqLL is made known to ParentSeqLL’s principal executive officer and principal financial officer by others within ParentSeqLL. Such disclosure controls and procedures are effective in timely alerting XxxXX’s principal executive officer and principal financial officer to material information required to be included in SeqLL’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of SeqLL has not taken any action prohibited filed with the SEC on a timely basis all statements required by Section 402 16(a) of the Sxxxxxxx-Xxxxx ActExchange Act and the rules and regulations promulgated thereunder. (c) Since its initial public offering, Parent SeqLL has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent SeqLL Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of Except as set forth in the date of this AgreementSEC Reports, there is no Proceeding Action pending or, to the knowledge Knowledge of ParentSeqLL, threatened against Parent SeqLL by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the SeqLL Common Stock or prohibit or terminate the listing of Parent SeqLL Common Stock on Nasdaq. Parent SeqLL has not taken any action that is designed to terminate the registration of Parent SeqLL Common Stock under the Exchange Act. (di) The Parent SEC Reports contain true and complete copies of the applicable Parent audited consolidated balance sheet of SeqLL as of December 31, 2020, 2021 and 2022 and the related audited consolidated statements of operations and comprehensive loss, shareholders equity (deficit) and cash flows of SeqLL for the years then ended, together with the auditor’s reports thereon (collectively, the “SeqLL Financial Statements”). The Parent SeqLL Financial Statements (iA) fairly present in all material respects the financial position of Parent SeqLL as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesthereto), (iiiC) in the case of the audited Parent SeqLL Financial Statements, were audited in accordance with the standards of the PCAOB Public Company Accounting Oversight Board and (ivD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SeqLL has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSeqLL’s and its Subsidiaries’ assets. Parent SeqLL maintains and, for all periods covered by the Parent SeqLL Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent SeqLL in the ordinary course Ordinary Course of business Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respectsSeqLL. (f) Since its incorporation, Parent There are no outstanding loans or other extensions of credit made by SeqLL to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SeqLL. SeqLL has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Except as set forth in the SEC Reports, for the past three (3) years, neither SeqLL (including any employee thereof) nor, to the Knowledge of SeqLL, SeqLL’s independent auditors, has received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSeqLL, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SeqLL or (iii) fraud, whether or not material, that involves management or other employees of Parent SeqLL who have a significant role in the internal controls over financial reporting of ParentSeqLL.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentCapstar’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Capstar has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCapstar’s financial reporting and the preparation of ParentCapstar’s financial statements for external purposes in accordance with GAAP and (ii) Parent Capstar has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Capstar is made known to ParentCapstar’s principal executive officer and principal financial officer by others within ParentCapstar. (b) Parent Capstar has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Capstar has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock Capstar Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentCapstar, threatened against Parent Capstar by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock Capstar Class A Shares or prohibit or terminate the listing of Parent Common Stock Capstar Class A Shares on NasdaqNYSE. Parent Capstar has not taken any action that is designed to terminate the registration of Parent Common Stock Capstar Class A Shares under the Exchange Act. (d) The Parent Capstar SEC Reports contain true and complete copies of the applicable Parent Capstar Financial Statements. The Parent Except as disclosed in the Capstar SEC Reports, the Capstar Financial Statements (i) fairly present in all material respects the financial position of Parent Capstar as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Capstar Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Capstar has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentCapstar’s and its Subsidiaries’ assets. Parent Capstar maintains and, for all periods covered by the Parent Capstar Financial Statements, has maintained books and records of Parent Capstar in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent Capstar in all material respects. (f) Since its incorporation, Parent Capstar has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent Capstar to ParentCapstar’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent Capstar to ParentCapstar’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent Capstar who have a significant role in the internal controls over financial reporting of ParentCapstar.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s RACA's status as an “"emerging growth company” " within the meaning of the Securities Act, as modified by the JOBS Act, or “"smaller reporting company” " within the meaning of the Exchange Act, since its initial public offering, (i) Parent RACA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s RACA's financial reporting and the preparation of Parent’s RACA's financial statements for external purposes in accordance with GAAP and (ii) Parent RACA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent RACA is made known to Parent’s RACA's principal executive officer and principal financial officer by others within ParentRACA. (b) Parent RACA has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent RACA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock RACA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentRACA, threatened against Parent RACA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock RACA Class A Shares or prohibit or terminate the listing of Parent Common Stock RACA Class A Shares on Nasdaq. Parent RACA has not taken any action that is designed to terminate the registration of Parent Common Stock RACA Class A Shares under the Exchange Act. (d) The Parent RACA SEC Reports contain true and complete copies of the applicable Parent RACA Financial Statements. The Parent RACA Financial Statements (i) fairly present in all material respects the financial position of Parent RACA as at the respective dates thereof, and the results of its operations, stockholders’ ' equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent RACA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent RACA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s 's authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s RACA's and its Subsidiaries’ ' assets. Parent RACA maintains and, for all periods covered by the Parent RACA Financial Statements, has maintained books and records of Parent RACA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent RACA in all material respects. (f) Since its incorporation, Parent RACA has not received any written complaint, allegation, assertion or claim that there is (i) a “"significant deficiency” " in the internal controls over financial reporting of Parent RACA to Parent’s RACA's knowledge, (ii) a “"material weakness” " in the internal controls over financial reporting of Parent RACA to Parent’s RACA's knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent RACA who have a significant role in the internal controls over financial reporting of ParentRACA.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringIPO, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s financial statements included in SPAC’s periodic reports required under the Exchange Act. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (c) Since its initial public offeringIPO, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNasdaq under the symbol “CGROU”. The issued and outstanding SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “CGRO”. The issued and outstanding SPAC Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “CGROW”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants or prohibit or terminate the listing of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants on Nasdaq. Parent Neither SPAC nor any of its Affiliates has not taken any action that is designed to terminate the registration of Parent Common Stock the SPAC Units, SPAC Shares or SPAC Warrants under the Exchange ActAct except as contemplated by this Agreement. SPAC has not received any notice from Nasdaq or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Units, SPAC Shares or SPAC Warrants from Nasdaq or the SEC. (d) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent SPAC to ParentSPAC’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC. (g) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentARYA’s financial reporting and the preparation of ParentARYA’s financial statements for external purposes in accordance with GAAP and (ii) Parent ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent ARYA is made known to ParentARYA’s principal executive officer and principal financial officer by others within ParentARYA. (b) Parent ARYA has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent ARYA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock ARYA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentARYA, threatened against Parent ARYA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock ARYA Class A Shares or prohibit or terminate the listing of Parent Common Stock ARYA Class A Shares on Nasdaq. Parent ARYA has not taken any action that is designed to terminate the registration of Parent Common Stock ARYA Class A Shares under the Exchange Act. (d) The Parent ARYA SEC Reports contain true and complete copies of the applicable Parent ARYA Financial Statements. The Parent ARYA Financial Statements (i) fairly present in all material respects the financial position of Parent ARYA as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentARYA’s and its Subsidiaries’ assets. Parent ARYA maintains and, for all periods covered by the Parent ARYA Financial Statements, has maintained books and records of Parent ARYA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent ARYA in all material respects. (f) Since its incorporation, Parent ARYA has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent ARYA to ParentARYA’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent ARYA to ParentARYA’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent ARYA who have a significant role in the internal controls over financial reporting of ParentARYA.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since Since its initial public offering, (i) Parent Plum has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPlum’s financial reporting and the preparation of ParentPlum’s financial statements for external purposes in accordance with GAAP and (ii) Parent Plum has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Plum is made known to ParentPlum’s principal executive officer and principal financial officer by others within ParentPlum. (b) Parent Plum has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since its initial public offering, Parent Plum has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. The classes of securities representing issued and outstanding Parent Common Stock Plum Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentPlum’s knowledge, threatened against Parent Plum by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister Parent Common Stock Plum Class A Shares or prohibit or terminate the listing of Parent Common Stock Plum Class A Shares on NasdaqNASDAQ. Parent Plum has not taken any action that is designed to terminate the registration of Parent Common Stock Plum Class A Shares under the Exchange ActNASDAQ. (d) The Parent Plum SEC Reports Reports, as amended or revised, contain true and complete copies of Plum’s financial statements (collectively, the applicable Parent “Plum Financial Statements”). The Parent Plum Financial Statements (i) fairly present in all material respects the financial position of Parent Plum as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be be, individually or in the aggregate, material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent Plum Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and requirements, with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) and with the Statement. (e) Parent Plum has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentPlum’s and its Subsidiaries’ assets. Parent Plum maintains and, for all periods covered by the Parent Plum Financial Statements, has maintained books and records of Parent Plum in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets assets, and liabilities of Parent Plum in all material respects. (f) Since Except as disclosed in the Plum SEC Reports, since its incorporation, Parent Plum has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgePlum, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Plum or (iii) fraud, whether or not material, that involves management or other employees of Parent Plum who have a significant role in the internal controls over financial reporting of ParentPlum.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Parent Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning Jumpstart Our Business Startups Act of the Exchange Act, since its initial public offering2012, (i) the Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Parent Acquiror, including its consolidated Subsidiaries, is made known to the Parent Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and (ii) since July 12, 2017, the Parent Acquiror and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Parent Acquiror’s financial reporting and the preparation of Parentthe Parent Acquiror’s financial statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within ParentUS GAAP. (b) Each director and executive officer of the Parent Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Acquirors have not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offeringExcept as set forth in Section 4.07(c) of the Acquiror Disclosure Schedules, since July 12, 2017, the Parent Acquiror has complied in all material respects with all the applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. The classes of securities representing issued and outstanding shares of the Parent Common Stock Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there There is no Proceeding legal proceeding pending or, to the knowledge of Parentthe Acquirors, threatened against Parent by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Common Stock Ordinary Shares or prohibit or terminate the listing of the Parent Common Stock Ordinary Shares on NasdaqNASDAQ. Parent has not The Acquirors have taken any no action that is designed to terminate the registration of the Parent Common Stock Ordinary Shares under the Exchange Act. (d) The Parent Acquiror SEC Reports contain true and complete copies of the applicable (i) audited balance sheet as of December 31, 2017, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the year ended December 31, 2017, together with the auditor’s reports thereon, and (ii) unaudited balance sheet as of June 30, 2018, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the six (6) month period ended June 30, 2018 ((i) and (ii) together, the “Acquiror Financial Statements”). The Parent Except as disclosed in the Acquiror SEC Reports, the Acquiror Financial Statements (i) fairly present in all material respects the consolidated financial position of the Parent Acquiror, as at the respective dates thereof, and the its results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), ended; (ii) were prepared in conformity with US GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, except as may be indicated therein or in the notes thereto thereto); and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assetsthereof. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained The books and records of the Parent in the ordinary course of business that Acquiror and its Subsidiaries have been, and are accurate and complete and reflect the revenuesbeing, expenses, assets and liabilities of Parent maintained in all material respectsrespects in accordance with US GAAP and any other applicable legal and accounting requirements. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSLAM’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SLAM has established established, and maintained since the IPO has maintained, a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSLAM’s financial reporting and the preparation of ParentSLAM’s financial statements for external purposes in accordance with GAAP and (ii) Parent SLAM has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SLAM is made known to ParentSLAM’s principal executive officer and principal financial officer by others within ParentSLAM. SLAM is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. SLAM constitutes an “emerging growth company” within the meaning of the JOBS Act. (b) Parent There are no outstanding loans or other extensions of credit made by SLAM to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SLAM. SLAM has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringSLAM is, Parent and since the IPO has complied been, in compliance in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SLAM Shares and SLAM Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSLAM, threatened against Parent SLAM by Nasdaq Nasdaq, the Financial Industry Regulatory Authority or the SEC SEC, respectively, with respect to any intention by such entity to deregister Parent Common Stock SLAM Class A Shares or prohibit or terminate the listing of Parent Common Stock SLAM Shares or SLAM Warrants on Nasdaq. Parent SLAM has not taken any action that is designed to terminate the registration of Parent Common Stock SLAM Shares or SLAM Warrants under the Exchange Act. (d) The Parent SLAM SEC Reports contain true and complete copies of the applicable Parent SLAM Financial Statements. The Parent SLAM Financial Statements (i) fairly present in all material respects the financial position of Parent SLAM as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent SLAM Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SLAM has established established, and maintains since the IPO has maintained, systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSLAM’s and its Subsidiaries’ assets. Parent SLAM maintains and, for all periods covered by the Parent SLAM Financial Statements, has maintained books and records of Parent SLAM in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SLAM in all material respects. (f) Since its incorporation, Parent SLAM has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent SLAM to ParentSLAM’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent SLAM to ParentSLAM’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent SLAM who have a significant role in the internal controls over financial reporting of ParentSLAM.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of Parent’s SPAC financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (c) Since its initial public offering, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC’s knowledge, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock SPAC Class A Shares or prohibit or terminate the listing of Parent Common Stock SPAC Class A Shares on Nasdaq. Parent As of the date hereof, SPAC has not taken any action that is designed to terminate the registration of Parent Common Stock SPAC Class A Shares under the Exchange Act. (d) The Parent SPAC SEC Reports contain true true, correct and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), notes thereto) and (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)PCAOB. (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements included in the SPAC SEC Reports (collectively, the “SPAC Financial Statements”) for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent except as set forth in Section 6.09(c) of SPAC Disclosure Schedules, SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaqthe Stock Exchange. The classes of securities representing issued and outstanding Parent Common Stock SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaqthe Stock Exchange. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC’s knowledge, threatened against Parent SPAC by Nasdaq the Stock Exchange or the SEC with respect to any intention by such entity to deregister Parent Common Stock SPAC Class A Shares or prohibit or terminate the listing of Parent Common SPAC Class A Shares on the Stock on NasdaqExchange. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Common Stock SPAC Class A Shares under the Exchange Act. (d) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets assets, and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is of any (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC. (g) Section 6.09(g) of the SPAC Disclosure Schedules sets forth a list of all Indebtedness of SPAC as of the date of this Agreement.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent. (b) . Parent has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (cb) Since its initial public offering, Parent has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As The issued and outstanding Parent Shares are listed for trading on Nasdaq under the symbol “BYCP.” The issued and outstanding Parent warrants are registered pursuant to Section 12(b) of the date of this Agreement, there Exchange Act and listed for trading on Nasdaq under the symbol “BCYPW.” There is no Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Shares or prohibit or terminate the listing of Parent Common Stock Shares on Nasdaq. Parent has not taken any action that is designed to terminate the registration of Parent Common Stock Shares under the Exchange Act. (dc) The Parent SEC Reports contain true and complete copies of the applicable Parent Financial Statements. The Parent Financial Statements (i) fairly present in all material respects the financial position of Parent as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (ed) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (fe) Since its incorporation, Parent has not received any written complaint, allegation, assertion assertion, notice or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentARYA’s financial reporting and the preparation of ParentARYA’s financial statements for external purposes in accordance with GAAP and (ii) Parent ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent XXXX is made known to ParentARYA’s principal executive officer and principal financial officer by others within ParentARYA. (b) Parent ARYA has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent XXXX has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock ARYA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentARYA’s knowledge, threatened against Parent ARYA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock ARYA Class A Shares or prohibit or terminate the listing of Parent Common Stock ARYA Class A Shares on Nasdaq. Parent Except as otherwise contemplated in connection with the Closing and the transactions contemplated by this Agreement and the Ancillary Documents, XXXX has not taken any action that is designed to terminate the registration of Parent Common Stock ARYA Class A Shares under the Exchange Act. (d) The Parent ARYA SEC Reports contain true and complete copies of the applicable Parent ARYA Financial Statements. The Parent ARYA Financial Statements (i) fairly present in all material respects the financial position of Parent ARYA as at the respective dates thereofthereof (as amended), and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity accordance with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) in effect as of the date of this Agreement. (e) Parent ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentARYA’s and its Subsidiaries’ assets. Parent XXXX maintains and, for all periods covered by the Parent ARYA Financial Statements, has maintained books and records of Parent XXXX in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of Parent ARYA in all material respects. (f) Since its incorporation, Parent XXXX has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent ARYA to ParentARYA’s knowledge, (ii) except as disclosed in the ARYA SEC Reports, a “material weakness” in the internal controls over financial reporting of Parent XXXX to ParentARYA’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent ARYA who have a significant role in the internal controls over financial reporting of ParentXXXX.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Parent Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning Jumpstart our Business Startups Act of the Exchange Act, since its initial public offering2012, (i) the Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Parent Acquiror, including its consolidated Subsidiaries, is made known to the Parent Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and (ii) since September 16, 2015, the Parent Acquiror and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Parent Acquiror’s financial reporting and the preparation of Parentthe Parent Acquiror’s financial statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within ParentUS GAAP. (b) Each director and executive officer of the Parent Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Acquirors have not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offeringExcept as set forth in Section 4.07(c) of the Acquiror Disclosure Schedules, since September 16, 2015, the Parent Acquiror has complied in all material respects with all the applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. The classes of securities representing issued and outstanding shares of the Parent Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there There is no Proceeding legal proceeding pending or, to the knowledge of Parentthe Acquirors, threatened against Parent by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Common Stock or prohibit or terminate the listing of the Parent Common Stock on NasdaqNASDAQ. Parent has not The Acquirors have taken any no action that is designed to terminate the registration of the Parent Common Stock under the Exchange Act. (d) The Parent Acquiror SEC Reports contain true and complete copies of the applicable (i) audited balance sheet as of December 31, 2016, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the year ended December 31, 2016, together with the auditor’s reports thereon, and (ii) unaudited balance sheet as of June 30, 2017, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the three (3) month period ended June 30, 2017 ((i) and (ii) together, the “Acquiror Financial Statements”). The Parent Except as disclosed in the Acquiror SEC Reports, the Acquiror Financial Statements (i) fairly present in all material respects the consolidated financial position of the Parent Acquiror, as at the respective dates thereof, and the its results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), ended; (ii) were prepared in conformity with US GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, except as may be indicated therein or in the notes thereto thereto); and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assetsthereof. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained The books and records of the Parent in the ordinary course of business that Acquiror and its Subsidiaries have been, and are accurate and complete and reflect the revenuesbeing, expenses, assets and liabilities of Parent maintained in all material respectsrespects in accordance with US GAAP and any other applicable legal and accounting requirements. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentARYA’s financial reporting and the preparation of ParentARYA’s financial statements for external purposes in accordance with GAAP and (ii) Parent ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent ARYA is made known to ParentARYA’s principal executive officer and principal financial officer by others within ParentARYA. (b) Parent ARYA has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringincorporation, Parent ARYA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock ARYA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentARYA, threatened against Parent ARYA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock ARYA Class A Shares or prohibit or terminate the listing of Parent Common Stock ARYA Class A Shares on Nasdaq. Parent ARYA has not taken any action that is designed to terminate the registration of Parent Common Stock ARYA Class A Shares under the Exchange Act. (d) The Parent ARYA SEC Reports contain true and complete copies of the applicable Parent ARYA Financial Statements. The Parent ARYA Financial Statements (i) fairly present in all material respects the financial position of Parent ARYA as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentARYA’s and its Subsidiaries’ assets. Parent ARYA maintains and, for all periods covered by the Parent ARYA Financial Statements, has maintained books and records of Parent ARYA in the ordinary course of business that are accurate accurately and complete and fairly reflect the revenues, expenses, transactions and dispositions of the assets and liabilities of Parent ARYA in all material respects. (f) Since its incorporation, Parent ARYA has not received any written complaint, allegation, assertion or claim that there is notification of any (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeARYA, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge ARYA or (iii) fraud, whether or not material, that involves management or other employees of Parent ARYA who have a significant role in the internal controls over financial reporting of ParentARYA.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentARYA’s financial reporting and the preparation of ParentARYA’s financial statements for external purposes in accordance with GAAP and (ii) Parent ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent ARYA is made known to ParentARYA’s principal executive officer and principal financial officer by others within ParentARYA. (b) Parent ARYA has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by ARYA to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ARYA. (c) Since its initial public offering, Parent except as set forth on Section 4.16(c) of the ARYA Disclosure Schedules, ARYA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock ARYA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentARYA’s knowledge, threatened against Parent ARYA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock ARYA Class A Shares or prohibit or terminate the listing of Parent Common Stock ARYA Class A Shares on Nasdaq. Parent ARYA has not taken any action that is designed to terminate the registration of Parent Common Stock ARYA Class A Shares under the Exchange Act. (d) The Parent ARYA SEC Reports contain true and complete copies of the applicable Parent ARYA Financial Statements. The Parent ARYA Financial Statements (i) fairly present in all material respects the financial position of Parent ARYA as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end year‑end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto thereto) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentARYA’s and its Subsidiaries’ assets. Parent ARYA maintains and, for all periods covered by the Parent ARYA Financial Statements, has maintained books and records of Parent ARYA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent ARYA in all material respects. (f) Since its incorporation, Parent ARYA has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeARYA, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge ARYA or (iii) fraud, whether or not material, that involves management or other employees of Parent ARYA who have a significant role in the internal controls over financial reporting of ParentARYA.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentAJAX’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent AJAX has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentAJAX’s financial reporting and the preparation of ParentAJAX’s financial statements for external purposes in accordance with GAAP and (ii) Parent AJAX has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent AJAX is made known to ParentAJAX’s principal executive officer and principal financial officer by others within ParentAJAX. (b) Parent AJAX has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent AJAX has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock AJAX Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentAJAX’s knowledge, threatened against Parent AJAX by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock AJAX Class A Shares or prohibit or terminate the listing of Parent Common Stock AJAX Class A Shares on NasdaqNYSE. Parent AJAX has not taken any action that is designed to terminate the registration of Parent Common Stock AJAX Class A Shares under the Exchange Act. (d) The Parent AJAX SEC Reports contain true and complete copies of the applicable Parent AJAX Financial Statements. The Parent AJAX Financial Statements (i) fairly present in all material respects the financial position of Parent AJAX as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent AJAX Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent AJAX has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentAJAX’s and its SubsidiariesAJAX Parties’ assets. Parent AJAX maintains and, for all periods covered by the Parent AJAX Financial Statements, has maintained books book and records of Parent AJAX in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent AJAX in all material respects. (f) Since its incorporation, Parent AJAX has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls control over financial reporting of Parent to Parent’s knowledgeAJAX, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge AJAX or (iii) fraud, whether or not material, that involves management or other employees of Parent AJAX who have a significant role in the internal controls over financial reporting of ParentAJAX.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentJAWS’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent JAWS has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentJAWS’s financial reporting and the preparation of ParentJAWS’s financial statements for external purposes in accordance with GAAP and (ii) Parent JAWS has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent JAWS is made known to ParentJAWS’s principal executive officer and principal financial officer by others within ParentJAWS. JAWS is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act. JAWS constitutes an “emerging growth company” within the meaning of the JOBS Act. (b) Parent There are no outstanding loans or other extensions of credit made by JAWS to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of JAWS. JAWS has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent JAWS has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock JAWS Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentJAWS, threatened against Parent JAWS by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock JAWS Class A Shares or prohibit or terminate the listing of Parent Common Stock JAWS Class A Shares on NasdaqNYSE. Parent JAWS has not taken any action that is designed to terminate the registration of Parent Common Stock JAWS Class A Shares under the Exchange Act. (d) The Parent JAWS SEC Reports contain true and complete copies of the applicable Parent JAWS Financial Statements. The Parent JAWS Financial Statements (i) fairly present in all material respects the financial position of Parent JAWS as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent JAWS Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent JAWS has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentJAWS’s and its Subsidiaries’ assets. Parent JAWS maintains and, for all periods covered by the Parent JAWS Financial Statements, has maintained books and records of Parent JAWS in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent JAWS in all material respects. (f) Since its incorporation, Parent JAWS has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent JAWS to ParentJAWS’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent JAWS to ParentJAWS’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent JAWS who have a significant role in the internal controls over financial reporting of ParentJAWS.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Company’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or a “smaller reporting company” within the meaning of as defined in Rule 12b-2 promulgated under the Exchange Act, since its initial public offering, (i) Parent the Company has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentCompany’s financial reporting and the preparation of Parentthe Company’s financial statements for external purposes in accordance with GAAP and (ii) Parent the Company has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent the Company is made known to Parentthe Company’s principal executive officer and principal financial officer by others within Parentthe Company. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of the Company has not taken any action prohibited filed with the SEC on a timely basis all statements required by Section 402 16(a) of the Sxxxxxxx-Xxxxx ActExchange Act and the rules and regulations promulgated thereunder. (c) Since its initial public offeringJanuary 1, Parent 2021, except as set forth in Schedule 6.9(c) of the Disclosure Schedules, the Company has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Company Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding Action pending or, to the knowledge Knowledge of Parentthe Company, threatened against Parent the Company by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the Company Common Stock or prohibit or terminate the listing of Parent Company Common Stock on Nasdaq. Parent The Company has not taken any action that is designed to terminate the registration of Parent Company Common Stock under the Exchange Act. (d) The Parent Company SEC Reports contain true and complete copies of the applicable Parent audited consolidated balance sheet of the Company as of years ended December 31, 2021, 2022 and 2023 and the related audited consolidated statements of operations and comprehensive loss, shareholders equity (deficit) and cash flows of the Company for the years then ended, together with the auditor’s reports thereon (collectively, the “Company Financial Statements”). The Parent Company Financial Statements (iA) fairly present in all material respects the financial position of Parent the Company as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesthereto), (iiiC) in the case of the audited Parent Company Financial Statements, were audited in accordance with the standards of the PCAOB Public Company Accounting Oversight Board and (ivD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parentthe Company’s and its Subsidiaries’ assets. Parent The Company maintains and, for all periods covered by the Parent Company Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent the Company in the ordinary course Ordinary Course of business Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respectsthe Company. (f) Since its incorporation, Parent There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (g) For the past three (3) years, neither the Company (including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors, has received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgethe Company, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge the Company or (iii) fraud, whether or not material, that involves management or other employees of Parent the Company who have a significant role in the internal controls over financial reporting of Parentthe Company.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentARYA’s financial reporting and the preparation of ParentARYA’s financial statements for external purposes in accordance with GAAP and (ii) Parent ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent ARYA is made known to ParentARYA’s principal executive officer and principal financial officer by others within ParentARYA. (b) Parent ARYA has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent ARYA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock ARYA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentARYA, threatened against Parent ARYA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock ARYA Class A Shares or prohibit or terminate the listing of Parent Common Stock ARYA Class A Shares on Nasdaq. Parent ARYA has not taken any action that is designed to terminate the registration of Parent Common Stock ARYA Class A Shares under the Exchange Act. (d) The Parent ARYA SEC Reports contain true and complete copies of the applicable Parent ARYA Financial Statements. The Parent ARYA Financial Statements (i) fairly present in all material respects the financial position of Parent ARYA as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end year‑end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentARYA’s and its Subsidiaries’ assets. Parent ARYA maintains and, for all periods covered by the Parent ARYA Financial Statements, has maintained books and records of Parent ARYA in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent ARYA in all material respects. (f) Since its incorporation, Parent ARYA has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent ARYA to ParentARYA’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent ARYA to ParentARYA’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent ARYA who have a significant role in the internal controls over financial reporting of ParentARYA.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS ActJumpstart Our Business Startups Act of 2012, as amended, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP GAAP, and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes class of securities representing issued and outstanding Parent Series A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentSPAC, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the Series A Common Stock or prohibit or terminate the listing of Parent Series A Common Stock on Nasdaq. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Series A Common Stock under the Exchange Act. (di) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent financial statements (including all related notes and schedules thereto) of SPAC (the “SPAC Financial Statements”). The Parent SPAC Financial Statements (iA) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subjectand fairly present, in the case of any unaudited interim financial statementsall material respects, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)its stockholders’ equity, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (exceptinvolved, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (ivC) comply comply, in all material respects respects, with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Liabilities of Parent in all material respectsSPAC. (f) Since There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (g) Except as set forth on Section 4.13(g) of the SPAC Disclosure Schedules, since its incorporation, Parent neither SPAC (including any employee thereof) nor, to the knowledge of SPAC, SPAC’s independent auditors, has not received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC, or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentProspector’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or as a “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, other than as described in Prospector’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, September 30, 2021 and March 30, 2022 and in its Annual Reports on Form 10-K for the years ended December 31, 2021 (as amended) and December 31, 2022 (i) Parent Prospector has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentProspector’s financial reporting and the preparation of Parent’s financial statements the Prospector Financial Statements for external purposes in accordance with GAAP and (ii) Parent Prospector has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Prospector is made known to ParentProspector’s principal executive officer and principal financial officer by others within ParentProspector. (b) Parent Prospector has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Prospector has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock Prospector Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentProspector, threatened against Parent Prospector by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock Prospector Class A Shares or prohibit or terminate the listing of Parent Common Stock Prospector Class A Shares on Nasdaq. Parent Prospector has not taken any action that is designed to terminate the registration of Parent Common Stock Prospector Class A Shares under the Exchange Act. (d) The Parent Prospector SEC Reports contain true and complete copies of the applicable Parent Prospector Financial Statements. The Parent Prospector Financial Statements (i) fairly present in all material respects the financial position of Parent Prospector as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Prospector Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Prospector has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentProspector’s and its Subsidiaries’ assets. Parent Prospector maintains and, for all periods covered by the Parent Prospector Financial Statements, has maintained maintained, books and records of Parent Prospector in the ordinary course of business Ordinary Course that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent Prospector in all material respects. (f) Since its incorporation, Parent except as set forth on Section 4.7(f) of the Prospector Disclosure Schedules, Prospector has not received any written complaint, allegation, assertion or claim that there is (i) a to Prospector’s knowledge, “significant deficiency” in the internal controls over financial reporting of Parent Prospector to ParentProspector’s knowledge, (ii) to Prospector’s knowledge, a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Prospector or (iii) fraudFraud or corporate misappropriation, whether or not material, that involves management or other employees of Parent Prospector who have a significant role in the internal controls over financial reporting of ParentProspector.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentARYA’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent ARYA has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentARYA’s financial reporting and the preparation of ParentARYA’s financial statements for external purposes in accordance with GAAP and (ii) Parent ARYA has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent XXXX is made known to ParentARYA’s principal executive officer and principal financial officer by others within ParentARYA. (b) Parent ARYA has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent ARYA has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock ARYA Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentARYA’s knowledge, threatened against Parent ARYA by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock ARYA Class A Shares or prohibit or terminate the listing of Parent Common Stock ARYA Class A Shares on Nasdaq. Parent Except as otherwise contemplated in connection with the Closing and the transactions contemplated by this Agreement and the Ancillary Documents, ARYA has not taken any action that is designed to terminate the registration of Parent Common Stock ARYA Class A Shares under the Exchange Act. (d) The Parent ARYA SEC Reports contain true and complete copies of the applicable Parent ARYA Financial Statements. The Parent ARYA Financial Statements (i) fairly present in all material respects the financial position of Parent ARYA as at the respective dates thereofthereof (as amended), and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity accordance with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent ARYA Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) in effect as of the date of this Agreement. (e) Parent ARYA has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentARYA’s and its Subsidiaries’ assets. Parent ARYA maintains and, for all periods covered by the Parent ARYA Financial Statements, has maintained books and records of Parent ARYA in the ordinary course of business that are accurate designed to provide reasonable assurance regarding the accuracy and complete completeness thereof and reflect the revenues, expenses, assets and liabilities of Parent ARYA in all material respects. (f) Since its incorporation, Parent XXXX has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent ARYA to ParentARYA’s knowledge, (ii) except as disclosed in the ARYA SEC Reports, a “material weakness” in the internal controls over financial reporting of Parent XXXX to ParentARYA’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent ARYA who have a significant role in the internal controls over financial reporting of ParentXXXX.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. (b) Parent SPAC has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (c) Since its initial public offering, Parent offering SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SPAC Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSPAC’s knowledge, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock SPAC Shares or prohibit or terminate the listing of Parent Common Stock SPAC Shares on Nasdaq. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Common Stock SPAC Shares under the Exchange Act. (d) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto thereto) and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPlum’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Plum has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPlum’s financial reporting and the preparation of ParentPlum’s financial statements for external purposes in accordance with GAAP and (ii) Parent Plum has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Plum is made known to ParentPlum’s principal executive officer and principal financial officer by others within ParentPlum. (b) Parent Plum has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since its initial public offering, Parent Plum has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNASDAQ, or has cured any failure to so comply within the time period allowed for such cure by NASDAQ. The classes of securities representing issued and outstanding Parent Common Stock Plum Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentPlum’s knowledge, threatened in writing against Parent Plum by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister Parent Common Stock Plum Class A Shares or prohibit or terminate the listing of Parent Common Stock Plum Class A Shares on NasdaqNASDAQ. Parent Plum has not taken any action that is designed to terminate the registration of Parent Common Stock Plum Class A Shares under the Exchange Act. (d) The Parent Plum SEC Reports Reports, as amended or revised, contain true and complete copies of Plum’s financial statements (collectively, the applicable Parent “Plum Financial Statements”). The Parent Plum Financial Statements (i) fairly present in all material respects the financial position of Parent Plum as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be be, individually or in the aggregate, material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent Plum Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and requirements, with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) and with the Statement. (e) Parent Plum has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentPlum’s and its Subsidiaries’ assets. Parent Plum maintains and, for all periods covered by the Parent Plum Financial Statements, has maintained books and records of Parent Plum in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets assets, and liabilities of Parent Plum in all material respects. (f) Since Except as disclosed in the Plum SEC Reports, since its incorporation, Parent Plum has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgePlum, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Plum or (iii) fraud, whether or not material, that involves management or other employees of Parent Plum who have a significant role in the internal controls over financial reporting of ParentPlum.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSilverBox’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SilverBox has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient designed to provide reasonable assurance regarding the reliability of ParentSilverBox’s financial reporting and the preparation of ParentSilverBox’s financial statements for external purposes in accordance with GAAP and (ii) Parent SilverBox has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SilverBox is made known to ParentSilverBox’s principal executive officer and principal financial officer by others within ParentSilverBox. (b) Parent SilverBox has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. There are no outstanding loans or other extensions of credit made by SilverBox to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SilverBox. (c) Since its initial public offering, Parent SilverBox has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SilverBox Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentSilverBox’s knowledge, threatened against Parent SilverBox by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock SilverBox Class A Shares or prohibit or terminate the listing of Parent Common Stock SilverBox Class A Shares on Nasdaq. Parent Neither SilverBox nor any of its Affiliates has not taken any action that is designed to terminate the registration of Parent Common Stock SilverBox Class A Shares under the Exchange Act. (d) The Parent SilverBox SEC Reports contain true and complete copies of the applicable Parent SilverBox Financial Statements. The Parent SilverBox Financial Statements (i) fairly present in all material respects the financial position of Parent SilverBox as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent SilverBox Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SilverBox has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSilverBox’s and its Subsidiaries’ assets. Parent SilverBox maintains and, for all periods covered by the Parent SilverBox Financial Statements, has maintained books and records of Parent SilverBox in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SilverBox in all material respects. (f) Since its incorporationincorporation and through the date of this Agreement, Parent other than the material weakness disclosed in SilverBox’s Form 10-Q for the quarterly period ended March 31, 2021 related solely to the revised SEC guidance with respect to SilverBox’s change in “warrant liability accounting.” SilverBox has not received any written report, complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSilverBox, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SilverBox or (iii) fraud, whether or not material, any fraud that involves management or other employees of Parent SilverBox who have a significant role in the internal controls over financial reporting of ParentSilverBox. (g) Notwithstanding anything to the contrary contained in this Agreement, no representation or warranty is made by SilverBox as to the accounting treatment of its issued and outstanding warrants or other changes in accounting arising in connection with any required restatement of SilverBox’s historical financial statements, or as to any deficiencies in disclosure (including with respect to financial statement presentation or accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities or other required changes in the SilverBox SEC Reports.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s Atlas’ status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Atlas has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s Atlas’ financial reporting and the preparation of Parent’s Atlas’ financial statements for external purposes in accordance with GAAP and (ii) Parent Atlas has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Atlas is made known to Parent’s Atlas’ principal executive officer and principal financial officer by others within ParentAtlas. (b) Parent Atlas has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Atlas has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock Atlas Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this the Original Agreement, there is no Proceeding pending or, to the knowledge of ParentAtlas’ knowledge, threatened against Parent Atlas by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock Atlas Class A Shares or prohibit or terminate the listing of Parent Common Stock Atlas Class A Shares on NasdaqNYSE. Parent Atlas has not taken any action that is designed to terminate the registration of Parent Common Stock Atlas Class A Shares under the Exchange Act. (d) The Parent Atlas SEC Reports contain true and complete copies of the applicable Parent Atlas Financial Statements. The Parent Atlas Financial Statements (i) fairly present in all material respects the financial position of Parent Atlas as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent Atlas Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Atlas has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s Atlas’ and its Subsidiaries’ assets. Parent Atlas maintains and, for all periods covered by the Parent Atlas Financial Statements, has maintained books and records of Parent Atlas in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent Atlas in all material respects. (f) Since its incorporation, Parent Atlas has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeAtlas, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Atlas or (iii) fraud, whether or not material, that involves management or other employees of Parent Atlas who have a significant role in the internal controls over financial reporting of ParentAtlas.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPriveterra’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS ActJumpstart Our Business Startups Act of 2012, as amended, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Priveterra has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentXxxxxxxxxx’s financial reporting and the preparation of ParentXxxxxxxxxx’s financial statements for external purposes in accordance with GAAP GAAP, and (ii) Parent Priveterra has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Xxxxxxxxxx is made known to ParentPriveterra’s principal executive officer and principal financial officer by others within ParentPriveterra. Such disclosure controls and procedures are effective in timely alerting Xxxxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Xxxxxxxxxx’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of Xxxxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Priveterra has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Priveterra has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes class of securities representing issued and outstanding Parent Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentPriveterra, threatened against Parent Priveterra by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on Nasdaq. Parent Priveterra has not taken any action that is designed to terminate the registration of Parent Class A Common Stock under the Exchange Act. (d) The Parent Priveterra SEC Reports contain true and complete copies of the applicable Parent financial statements (including all related notes and schedules thereto) of Priveterra (the “Priveterra Financial Statements”). The Parent Priveterra Financial Statements (iA) fairly present in all material respects the financial position of Parent Priveterra as at the respective dates thereof, and the results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subjectand fairly present, in the case of any unaudited interim financial statementsall material respects, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)its stockholders’ equity, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (exceptinvolved, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (ivC) comply comply, in all material respects respects, with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Xxxxxxxxxx has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentXxxxxxxxxx’s and its Subsidiaries’ assets. Parent Xxxxxxxxxx maintains and, for all periods covered by the Parent Priveterra Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent Priveterra in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Liabilities of Parent in all material respectsPriveterra. (f) Since There are no outstanding loans or other extensions of credit made by Xxxxxxxxxx to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Priveterra. (g) Except as set forth on Section 4.13(g) of the Priveterra Disclosure Schedules, since its incorporation, Parent neither Priveterra (including any employee thereof) nor, to the knowledge of Priveterra, Xxxxxxxxxx’s independent auditors, has not received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgePriveterra, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Priveterra, or (iii) fraud, whether or not material, that involves management or other employees of Parent Xxxxxxxxxx who have a significant role in the internal controls over financial reporting of ParentPriveterra.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parent’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, (i) Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements Financial Statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within Parent, in each case except as set forth in the Parent SEC Reports. (b) Parent has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringincorporation, Parent has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding Parent Common Stock Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of Parent, threatened against Parent by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister Parent Common Stock Class A Shares or prohibit or terminate the listing of Parent Common Stock Class A Shares on NasdaqNYSE. Parent has not taken any action that is designed to terminate the registration of Parent Common Stock Class A Shares under the Exchange Act. (d) The Parent SEC Reports contain true and complete copies of the applicable Parent Financial Statements. The Parent Financial Statements (i) fairly present in all material respects the financial position statements of Parent as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, included in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) SEC Reports comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act SEC with respect thereto as in effect as at the time of filing. The Company acknowledges that (i) the staff of the respective dates thereof SEC (the “Staff”) issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”), (ii) Parent continues to review the Statement and its implications, including Regulation S-X on the financial statements and other information included in the Parent SEC Reports and (iii) any restatement, revision or Regulation S-Kother modification of the Parent SEC Reports in connection with such review of the Statement or any other required changes in the Parent SEC Reports, including as applicable)a result of any order, directive, guideline, comment or recommendation from the SEC that is applicable to Parent shall be deemed not material for purposes of this Agreement, including with respect to Section 5.7 and this Section 5.12. (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets, in each case other than as set forth in the Parent SEC Reports. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate accurately and complete and fairly reflect the revenues, expenses, transactions and dispositions of the assets and liabilities of Parent in all material respects. (f) Since Except as set forth in Section 5.12(f) of the Parent Disclosure Schedules, since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is notification of any (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent, in each case other than as set forth in the Parent SEC Reports.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPTIC II’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offeringincorporation, except as otherwise disclosed in PTIC II SEC Reports (i) Parent PTIC II has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPTIC II’s financial reporting and the preparation of ParentPTIC II’s financial statements for external purposes in accordance with GAAP and (ii) Parent PTIC II has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent PTIC II is made known to ParentPTIC II’s principal executive officer and principal financial officer by others within ParentPTIC II. (b) Parent PTIC II has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringAs of the date hereof, Parent has complied PTIC II is in compliance in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock PTIC II Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentPTIC II, threatened against Parent PTIC II by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock PTIC II Class A Shares or prohibit or terminate the listing of Parent Common Stock PTIC II Class A Shares on Nasdaq. Parent PTIC II has not taken any action that is designed to terminate the registration of Parent Common Stock PTIC II Class A Shares under the Exchange Act. (d) The Parent PTIC II SEC Reports contain true true, correct and complete copies of the applicable Parent PTIC II Financial Statements. The Parent PTIC II Financial Statements Statements, including all notes and schedules thereto (i) fairly present in all material respects the financial position of Parent PTIC II as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent PTIC II Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assets. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained books and records of Parent in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent in all material respects. (f) Since its incorporation, Parent PTIC II has no knowledge of and has not received any written complaint, allegation, assertion or claim that there is notification of any (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgePTIC II, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge PTIC II or (iii) fraud, whether or not material, that involves management or other employees of Parent PTIC II who have a significant role in the internal controls over financial reporting of ParentPTIC II.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentSPAC’s financial reporting and the preparation of ParentSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Parent SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent SPAC is made known to ParentSPAC’s principal executive officer and principal financial officer by others within ParentSPAC. (b) Parent SPAC has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding Parent Common Stock SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of ParentSPAC’s knowledge, threatened against Parent SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent Common Stock SPAC Class A Shares or prohibit or terminate the listing of Parent Common Stock SPAC Class A Shares on Nasdaq. Parent SPAC has not taken any action that is designed to terminate the registration of Parent Common Stock SPAC Class A Shares under the Exchange Act. (d) The Parent SPAC SEC Reports contain true and complete copies of the applicable Parent SPAC Financial Statements. The Parent SPAC Financial Statements (i) fairly present in all material respects the financial position of Parent SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)notes thereto, (iii) in the case of the audited Parent SPAC Financial Statements, were audited in accordance with the standards of the PCAOB Public Company Accounting Oversight Board and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentSPAC’s and its Subsidiaries’ assets. Parent SPAC maintains and, for all periods covered by the Parent SPAC Financial Statements, has maintained books and records of Parent SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of Parent SPAC in all material respects. (f) Since its incorporation, Parent SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge SPAC or (iii) fraud, whether or not material, that involves management or other employees of Parent SPAC who have a significant role in the internal controls over financial reporting of ParentSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of Parentthe Parent Acquiror’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning Jumpstart Our Business Startups Act of the Exchange Act, since its initial public offering2012, (i) the Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Parent Acquiror, including its consolidated Subsidiaries, is made known to the Parent Acquiror’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and (ii) since July 12, 2017, the Parent Acquiror and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of Parentthe Parent Acquiror’s financial reporting and the preparation of Parentthe Parent Acquiror’s financial statements for external purposes in accordance with GAAP and (ii) Parent has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent is made known to Parent’s principal executive officer and principal financial officer by others within ParentUS GAAP. (b) Each director and executive officer of the Parent Acquiror has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Acquirors have not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offeringExcept as set forth in Section 4.07(c) of the Acquiror Disclosure Schedules, since July 12, 2017, the Parent Acquiror has complied in all material respects with all the applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. The classes of securities representing issued and outstanding shares of the Parent Common Stock Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there There is no Proceeding legal proceeding pending or, to the knowledge of Parentthe Acquirors, threatened against Parent by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister the Parent Common Stock Ordinary Shares or prohibit or terminate the listing of the Parent Common Stock Ordinary Shares on NasdaqNASDAQ. Parent has not The Acquirors have taken any no action that is designed to terminate the registration of the Parent Common Stock Ordinary Shares under the Exchange Act. (d) The Parent Acquiror SEC Reports contain true and complete copies of the applicable (i) audited balance sheet as of December 31, 2017, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the year ended December 31, 2017, together with the auditor’s reports thereon, and (ii) unaudited balance sheet as of June 30, 2018, and the related statements of operations, cash flows and changes in shareholders’ equity of the Parent Acquiror for the six (6) month period ended June 30, 2018 ((i) and (ii) together, the “Acquiror Financial Statements”). The Parent Except as disclosed in the Acquiror SEC Reports, the Acquiror Financial Statements (i) fairly present in all material respects the consolidated financial position of the Parent Acquiror, as at the respective dates thereof, and the its results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), ended; (ii) were prepared in conformity with US GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, except as may be indicated therein or in the notes thereto thereto); and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for Parent’s and its Subsidiaries’ assetsthereof. Parent maintains and, for all periods covered by the Parent Financial Statements, has maintained The books and records of the Parent in the ordinary course of business that Acquiror and its Subsidiaries have been, and are accurate and complete and reflect the revenuesbeing, expenses, assets and liabilities of Parent maintained in all material respectsrespects in accordance with US GAAP and any other applicable legal and accounting requirements. (f) Since its incorporation, Parent has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentYucaipa’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Yucaipa has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentYucaipa’s financial reporting and the preparation of ParentYucaipa’s financial statements included in the Yucaipa SEC Reports (collectively, the “Yucaipa Financial Statements”) for external purposes in accordance with GAAP and (ii) Parent Yucaipa has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Yucaipa is made known to ParentYucaipa’s principal executive officer and principal financial officer by others within ParentYucaipa. (b) Parent Yucaipa has not taken any action prohibited by Section 402 of the SxxxxxxxXxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent except as set forth in Section 6.09(c) of Yucaipa Disclosure Schedules, Yucaipa has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaqthe Stock Exchange. The classes of securities representing issued and outstanding Parent Common Stock Yucaipa Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaqthe Stock Exchange. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of ParentYucaipa’s knowledge, threatened against Parent Yucaipa by Nasdaq the Stock Exchange or the SEC with respect to any intention by such entity to deregister Parent Common Stock Yucaipa Class A Shares or prohibit or terminate the listing of Parent Common Yucaipa Class A Shares on the Stock on NasdaqExchange. Parent Yucaipa has not taken any action that is designed to terminate the registration of Parent Common Stock Yucaipa Class A Shares under the Exchange Act. (d) The Parent Yucaipa SEC Reports contain true and complete copies of the applicable Parent Yucaipa Financial Statements. The Parent Yucaipa Financial Statements (i) fairly present in all material respects the financial position of Parent Yucaipa as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited Parent Yucaipa Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Yucaipa has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentYucaipa’s and its Subsidiaries’ assets. Parent Yucaipa maintains and, for all periods covered by the Parent Yucaipa Financial Statements, has maintained books and records of Parent Yucaipa in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets assets, and liabilities of Parent Yucaipa in all material respects. (f) Since its incorporation, Parent Yucaipa has not received any written complaint, allegation, assertion or claim that there is of any (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgeYucaipa, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Yucaipa or (iii) fraud, whether or not material, that involves management or other employees of Parent Yucaipa who have a significant role in the internal controls over financial reporting of ParentYucaipa. (g) Section 6.09(g) of the Yucaipa Disclosure Schedules sets forth a list of all Indebtedness of Yucaipa as of the date of this Agreement.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of ParentPriveterra’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS ActJumpstart Our Business Startups Act of 2012, as amended, or “smaller reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Parent Priveterra has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of ParentPxxxxxxxxx’s financial reporting and the preparation of ParentPxxxxxxxxx’s financial statements for external purposes in accordance with GAAP GAAP, and (ii) Parent Priveterra has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to Parent Pxxxxxxxxx is made known to ParentPriveterra’s principal executive officer and principal financial officer by others within ParentPriveterra. Such disclosure controls and procedures are effective in timely alerting Pxxxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in Pxxxxxxxxx’s periodic reports required under the Exchange Act. (b) Parent Each director and executive officer of Pxxxxxxxxx has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. Priveterra has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (c) Since its initial public offering, Parent Priveterra has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes class of securities representing issued and outstanding Parent Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there There is no Proceeding pending or, to the knowledge of ParentPriveterra, threatened against Parent Priveterra by Nasdaq or the SEC with respect to any intention by such entity to deregister Parent the Class A Common Stock or prohibit or terminate the listing of Parent Class A Common Stock on Nasdaq. Parent Priveterra has not taken any action that is designed to terminate the registration of Parent Class A Common Stock under the Exchange Act. (d) The Parent Priveterra SEC Reports contain true and complete copies of the applicable Parent financial statements (including all related notes and schedules thereto) of Priveterra (the “Priveterra Financial Statements”). The Parent Priveterra Financial Statements (iA) fairly present in all material respects the financial position of Parent Priveterra as at the respective dates thereof, and the results of its operations, stockholders’ equity operations and cash flows for the respective periods then ended (subjectand fairly present, in the case of any unaudited interim financial statementsall material respects, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)its stockholders’ equity, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (exceptinvolved, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited Parent Financial Statements, were audited in accordance with the standards of the PCAOB and (ivC) comply comply, in all material respects respects, with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) Parent Pxxxxxxxxx has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for ParentPxxxxxxxxx’s and its Subsidiaries’ assets. Parent Pxxxxxxxxx maintains and, for all periods covered by the Parent Priveterra Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of Parent Priveterra in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Liabilities of Parent in all material respectsPriveterra. (f) Since There are no outstanding loans or other extensions of credit made by Pxxxxxxxxx to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Priveterra. (g) ‎Except as set forth on Section 4.13(g) of the Priveterra Disclosure Schedules, since its incorporation, Parent neither Priveterra (including any employee thereof) nor, to the knowledge of Priveterra, Pxxxxxxxxx’s independent auditors, has not received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of Parent to Parent’s knowledgePriveterra, (ii) a “material weakness” in the internal controls over financial reporting of Parent to Parent’s knowledge Pxxxxxxxxx, or (iii) fraud, whether or not material, that involves management or other employees of Parent Pxxxxxxxxx who have a significant role in the internal controls over financial reporting of ParentPriveterra.