Common use of No Material Changes Clause in Contracts

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Existing Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent the Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company Company, its officers, or any Respondent directors before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory IPO Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory IPO Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the IPO Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or IPO Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activitiesbusiness, financial or otherwise, of the Company from the latest dates as of which such condition information is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of and on the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and ProspectusProspectus taken as a whole; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent officers or directors before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory ProspectusGeneral Disclosure Package, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory ProspectusGeneral Disclosure Package, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory ProspectusGeneral Disclosure Package, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory ProspectusGeneral Disclosure Package, or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus General Disclosure Package and Prospectus, in the light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving which would reasonably be expected to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory IPO Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory IPO Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the IPO Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or IPO Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a pro-spective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Pricing Disclosure Package and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative admin-istrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Existing Stockholder before or by any court or foreign, federal, Federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of and on the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Base Prospectus, any Issuer Free Writing Prospectus and ProspectusProspectus Supplement; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Base Prospectus, any Issuer Free Writing Prospectus and ProspectusProspectus Supplement; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor shall have been initiated or threatened by the CommissionSEC; and (iv) the Registration Statement, the Statutory Base Prospectus, any Issuer Free Writing Prospectus and the Prospectus Supplement and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the 1933 Act and the Regulations rules and regulations of the SEC promulgated thereunder and shall conform in all material respects to the requirements of the 1933 Act and the Regulationsrules and regulations of the SEC promulgated thereunder, and none of neither the Registration Statement, the Statutory Base Prospectus, or any Issuer Free Writing Prospectus nor the Prospectus, or Prospectus Supplement nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Existing Stockholder before or by any court or foreign, federal, Federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and ProspectusProspectus taken as a whole; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent officers or directors before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income results of operations of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or condition, results, prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company, any Company Affiliate or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments thereof or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus or the Prospectus, or nor any amendment thereof or supplement thereto thereto, shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Sale Preliminary Prospectus and or Prospectus, in light of the circumstances under which they were made), ) not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Preliminary Prospectus and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Preliminary Prospectus and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreignFederal, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration StatementPreliminary Prospectus, the Statutory Registration Statement and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration StatementPreliminary Prospectus, the Statutory Registration Statement and the Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; Commission and (iv) the Registration StatementPreliminary Prospectus, the Statutory Prospectus, Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and none of neither the Preliminary Prospectus, the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Preliminary Prospectus nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the each Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or condition, results, business prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company, any Company Affiliate or any Respondent Company Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, and the Prospectus and any amendments or supplements thereto thereof shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall not contain any untrue statement of a material fact necessary to make the statements therein not misleading and shall conform in all material respects to the requirements of the Act and the Regulations, and none neither the Sale Preliminary Prospectus at the Time of Sale and as of the Registration Statement, the Statutory Prospectus, or date thereof nor the Prospectus, or as of its date and as of the date thereof, nor any amendment thereof or supplement thereto thereto, contained or shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), made not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the CompanyEffect, except as set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect materially adversely effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, the Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations Rules and shall conform in all material respects to the requirements of the Act and the RegulationsRules, and none of the Registration Statement, neither the Statutory Prospectus, or Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company and its Subsidiaries, individually or taken as a whole, from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or condition, results, prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company, any Company Affiliate or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments thereof or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus or the Prospectus, or nor any amendment thereof or supplement thereto thereto, shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Sale Preliminary Prospectus and or Prospectus, in light of the circumstances under which they were made), ) not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, assuming reasonable inquiry, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (therein, in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a pro-spective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative admin-istrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Sale Preliminary Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.. Imperial Capital, LLC [________], 2020

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, Federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Existing Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company Company, the Existing Stockholder or any Respondent the Company's officers and directors before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (ii) no action, suit, or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, or state commission, board, or other administrative agency wherein an unfavorable decision, ruling, or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in the light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statutory Prospectus or the Statutory Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, the Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations Rules and shall conform in all material respects to the requirements of the Securities Act and the RegulationsRules, and none of the Registration Statement, neither the Statutory Prospectus, or Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Securityholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving Northland Securities, Inc.______, 2021Page 31 of 45 a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on would be reasonably expected to materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act with respect to the Registration Statement against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no Material Adverse Change since the Effective Date, (ii) the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness which default would have a Material Adverse Effect, (iii) no material adverse change or development involving a material adverse change in amount of the condition or prospects or the business activities, financial or otherwise, assets of the Company from the latest dates shall have been pledged or mortgaged, except as of which such condition is set forth in or contemplated by the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iiiv) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company Company, or affecting any Respondent of its property or business before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the CompanyMaterially Adversely Effect, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iiiv) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (ivvi) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholders before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company Company, any of its officers or directors, or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Effect from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, foreign or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, operations or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or Prospectus and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), ) not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.. EarlyBirdCapital, Inc. [_____], 2017

No Material Changes. Prior to and on each of the Firm Closing Date and the Option Closing Date, if any: , (ia) there shall have been (i) in the judgment of the Underwriter, no material adverse change or development involving having a material adverse change in Material Adverse Effect upon the condition or prospects or the business activities, financial or otherwise, of the Company and its subsidiaries from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Pricing Prospectus and the Prospectus, and Prospectus; (ii) in the judgment of the Underwriter, no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent before or by any court court, arbitration panel, arbitrator or foreign, federal, federal or state commission, board, board or other administrative agency or self-regulatory authority wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory ProspectusEffect, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company or under any state securities laws and no proceedings therefor shall have been initiated or threatened by the Commission; Commission or any state securities commission, and (ivb) the Registration Statement, the Statutory Prospectus, Pricing Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required required, in the Underwriter’s opinion, to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of and, in the Underwriter’s opinion, neither the Registration Statement, the Statutory Prospectus, or Pricing Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, operations or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Statement or the Prospectus, or Prospectus and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), ) not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened or, to the knowledge of the Company threatened, against the Company or any Respondent Insider Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened or, to the knowledge of the Company threatened, against the Company or any Respondent Insider Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened in writing against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition (financial or otherwise), prospects or the business activities, financial or otherwise, activities of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of ; (v) the Registration Statement, the Statutory Prospectus, or the Prospectus, or any amendment or supplement thereto thereto, shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, not misleading; and (in the case vi) none of the Statutory Prospectus and or the Prospectus, or any amendment or supplement thereto, shall include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made), not misleading.. EarlyBirdCapital, Inc. Xxxxxxxx Inc. [●], 2022

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Sale Preliminary Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent the Sponsor before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior (i) Since the date of this Agreement through to and on each of the Closing Date and the Option Closing Date, if any: (ia) there shall have been no material adverse change or development involving event which would result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Effect from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iib) no action, suit, action suit or proceeding, at law or in equity, shall have been pending threatened or threatened initiated against the Company Company, the Subsidiary or any Respondent of its officers or directors in their capacities as such before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have would result in a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the CompanyEffect, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iiic) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (ivd) as of the Closing Date or the Option Closing Date, as applicable, the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Sale Preliminary Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Pricing Disclosure Package and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, operations or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Statement or the Prospectus, or Prospectus and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), ) not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Existing Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Sale Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a pro-spective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative admin-istrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; , and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.. China Growth Alliance Ltd. _______________, 2008

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory , the Sale Preliminary Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s Knowledge, threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, operations or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus, Prospectus or the Prospectus, or Prospectus and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (ia) there shall have been (i) no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Statement and Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (ivb) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of and on the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, operations or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Statement or the Prospectus, or Prospectus and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), ) not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent the directors, officers and the sponsor of the Company before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving that is likely to result in a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Shareholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or or, to the Company’s Knowledge, threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, the Statutory Prospectus, or Preliminary Prospectus nor the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.. {N0384947 2 }

No Material Changes. Prior to each of and on the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, any Issuer Free Writing Prospectus and ProspectusProspectus Supplement; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, any Issuer Free Writing Prospectus and ProspectusProspectus Supplement; (iii) no stop order shall have been issued under the 1933 Act against the Company and no proceedings therefor shall have been initiated or threatened by the CommissionSEC; and (iv) the Registration Statement, the Statutory Prospectus, any Issuer Free Writing Prospectus and the Prospectus Supplement and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the 1933 Act and the Regulations rules and regulations of the SEC promulgated thereunder and shall conform in all material respects to the requirements of the 1933 Act and the Regulationsrules and regulations of the SEC promulgated thereunder, and none of neither the Registration Statement, the Statutory Prospectus, or any Issuer Free Writing Prospectus nor the Prospectus, or Prospectus Supplement nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Preliminary Prospectus, Statutory Prospectus or the Prospectus, or Prospectus and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus and the Prospectus and any Maxim Group LLC , 2007 Page 37 of 48 amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Sale Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory , the Sale Preliminary Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of and on the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change Material Adverse Effect (as defined in the Securities Purchase Agreement) or development involving a material adverse change prospective Material Adverse Effect in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent affiliates of the Company before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, Statement and the Statutory Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations Securities Act regulations and shall conform in all material respects to the requirements of the Securities Act and the RegulationsSecurities Act regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Company Affiliate before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), not misleading.. EarlyBirdCapital, Inc. March 10, 2021

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.. Maxim Group, LLC ___________, 2005 Page 32 of 44

No Material Changes. Prior to each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company Material Adverse Change from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Statement and ProspectusProspectus Documents; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or or, to the Company’s knowledge, threatened against the Company or any Respondent director or officer of the Company before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on the business, operations, prospects, or financial condition or income of the CompanyEffect, except as set forth in the Registration Statement, the Statutory Prospectus, Statement and ProspectusProspectus Documents; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Statement and the Prospectus Documents and any amendments or supplements thereto shall conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, including, without limitation, that the Registration Statement and the Prospectus Documents and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations Rules and shall conform in all material respects to the requirements of the Act and the Regulations, and none of neither the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus Documents nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: , (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration StatementPreliminary Prospectus, the Statutory Registration Statement and the Prospectus, and Prospectus; (ii) no action, suit, action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Respondent Initial Stockholder before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, prospects or financial condition or income of the Company, except as set forth in the Registration StatementPreliminary Prospectus, the Statutory Registration Statement and the Prospectus, and Prospectus; (iii) no stop order shall have been issued under the Securities Act against the Company and no proceedings therefor shall have been initiated or threatened by the Commission; , and (iv) the Registration StatementPreliminary Prospectus, the Statutory Prospectus, Registration Statement and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Regulations and shall conform in all material respects to the requirements of the Securities Act and the Regulations, and none of neither the Preliminary Prospectus, the Registration Statement, Statement nor the Statutory Prospectus, or the Prospectus, or Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectustherein, in light of the circumstances under which they were made), not misleading.

No Material Changes. Prior to and on each of the Closing Date and the Option Closing Date, if any: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus; (ii) no action, suit, suit or proceeding, at law or in equity, shall have been pending or or, to the knowledge of the Company, threatened against the Company or any Respondent Insider before or by any court or foreign, federal, federal or state commission, board, board or other administrative agency wherein an unfavorable decision, ruling, ruling or finding may have a Material Adverse Effect on materially adversely affect the business, operations, prospects, operations or financial condition or income of the Company, except as set forth in the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus; (iii) no stop order shall have been issued under the Act against the Company and no proceedings therefor therefore shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Statutory Prospectus, Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and none of the Registration Statement, the Statutory Prospectus, Prospectus or the Prospectus, or Prospectus and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Statutory Prospectus and Prospectus, in light of the circumstances under which they were made), ) not misleading.