Common use of SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx Clause in Contracts

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SEC Reports”). Acquiror has hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror with the SEC and are currently in effect. As of their respective dates, the Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance with the filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Adara has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11February 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Adara SEC Reports”). Acquiror Adara has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror Adara with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by Adara with the SEC and are currently in effect. As of their respective dates, the Acquiror Adara SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror Adara SEC Report. Each director and executive officer of Acquiror is in material compliance Axxxx has filed with the filing requirements of SEC on a timely basis all documents required with respect to Adara by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror The SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11September 9, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SPAC SEC Reports”). Acquiror The SPAC has hereto prior to the date of this Agreement furnished to the Company true (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true, complete and correct copies of all amendments and modifications that have not been filed by Acquiror the SPAC with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by the SPAC with the SEC and are currently then in effect. As of their respective dates, the Acquiror SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance with the filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror SPAC has filed or furnished, as applicable all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”) since August 11November 17, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SPAC SEC Reports”). Acquiror SPAC has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror SPAC with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by SPAC with the SEC and are currently in effect. As of their respective dates, except as to the Acquiror SEC Guidance (as hereinafter defined), the SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made as to any statement or information that relates to (i) the topics referenced in the case SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” issued by SEC staff on April 12, 2021, (ii) the classification of shares of the SPAC Common Stock as permanent or temporary equity, or (iii) any subsequent guidance, statements or interpretations issued by the SEC or its staff, whether formally or informally, publicly or privately, including guidance, statements or interpretations relating to the foregoing or to other accounting matters, including matters relating to initial public offering securities or expenses (collectively, the “SEC Guidance”), and no correction, amendment or restatement of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance with the filing requirements of Section 16(a) of the Exchange Act SPAC SEC Reports due to the SEC Guidance shall be deemed to be a breach of any representation or warranty by SPAC. As a result of the SEC Guidance, SPAC was unable to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Delayed 10-Q Filing”) and filed the rules Delayed 10-Q Filing on May 25, 2021. In addition, as a result of the SEC Guidance, (x) on each of May 18, 2021 and regulations thereunderon December 13, 2021, SPAC filed an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and (y) on December 13, 2021, SPAC filed an amendment to its Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2021 (collectively, the “10-K/10-Q Amendments”).

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Rxxx has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11, 2021), together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Rxxx SEC Reports”). Acquiror Rxxx has hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror Rxxx with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by Rxxx with the SEC and are currently in effect. As of their respective dates, the Acquiror Rxxx SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunderthereunder applicable to the Rxxx SEC Reports, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror Rxxx SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror Rxxx SEC Report. Each director and executive officer of Acquiror is in material compliance Rxxx has filed with the filing requirements of SEC on a timely basis all documents required with respect to Rxxx by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11November 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SPAC SEC Reports”). Acquiror SPAC has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror SPAC with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by SPAC with the SEC and are currently in effect. As of their respective dates, the Acquiror SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance SPAC has filed with the filing requirements of SEC on a timely basis all documents required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11February 25, 2021, 2021 together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Parent SEC Reports”). Acquiror Parent has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror Parent with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by Parent with the SEC and are currently in effect. As of their respective dates, the Acquiror Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance Parent has filed with the filing requirements of SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Future Health has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11September 9, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Future Health SEC Reports”). Acquiror Future Health has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror Future Health with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by Future Health with the SEC and are currently in effect. As of their respective dates, the Acquiror Future Health SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror Future Health SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror Future Health SEC Report. Each director and executive officer of Acquiror is in material compliance Future Health has filed with the filing requirements of SEC on a timely basis all documents required with respect to Future Health by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Seller has timely filed with the SEC all forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it with since January 1, 2003 under the Exchange Act or the Securities Act, including all such documents filed after the date hereof and Exchange Commission prior to the Closing Date (as such documents have been amended since the “SEC”) since August 11time of their filing and all documents incorporated by reference therein, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Seller SEC ReportsDocuments”). Acquiror has hereto furnished None of Seller’s Subsidiaries is required to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror file any form, report, schedule, statement or other document with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror with the SEC and are currently in effectSEC. As of their respective dates, dates and if amended prior to the Acquiror SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amendeddate hereof, as of the date of the last such amendment, the Seller SEC Documents (i) did not, and all documents filed by Seller with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were or will be made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance (ii) complied, and all documents filed by Seller with the filing SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all material respects with the applicable requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunderSecurities Act, as the case may be, at such time of filing. As used in this Section 3.5, the term “file” shall be construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror 5.7.1 SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11January 21, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SPAC SEC Reports”). Acquiror SPAC has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror SPAC with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by SPAC with the SEC and are currently in effect. As of their respective dates, the Acquiror SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SPAC SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SPAC SEC Report. Each director and executive officer of Acquiror is in material compliance SPAC has filed with the filing requirements of SEC on a timely basis all documents required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror VectoIQ has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11May 15, 20212018, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror VectoIQ SEC Reports”). Acquiror VectoIQ has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror VectoIQ with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by VectoIQ with the SEC and are currently in effect. As of their respective dates, the Acquiror VectoIQ SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance VectoIQ has filed with the filing requirements of SEC on a timely basis all documents required with respect to VectoIQ by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Parent has filed or furnished, as applicable, all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”) since August 11October 29, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Parent SEC Reports”). Acquiror Parent has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed or furnished by Acquiror Parent with or to the SEC to all agreements, documents and other instruments that previously had been filed or furnished by Parent with Acquiror with or to the SEC and are currently in effect. As of their respective dates, the Acquiror Parent SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filedfiled or furnished, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance Parent has filed with the filing requirements of SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Adara has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11February 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Adara SEC Reports”). Acquiror Adara has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror Adara with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by Adara with the SEC and are currently in effect. As of their respective dates, the Acquiror Adara SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror Adara SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror Adara SEC Report. Each director and executive officer of Acquiror is in material compliance Adara has filed with the filing requirements of SEC on a timely basis all documents required with respect to Adara by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror The Company has filed or otherwise transmitted all forms, reports, schedulesstatements, statements certifications and other documentsdocuments (including all exhibits, including any exhibits amendments and supplements thereto, ) required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11January 1, 20212005 (all forms, together reports, statements, certificates and other documents filed by the Company with any amendmentsthe SEC since January 1, restatements or supplements thereto (2005, collectively, the “Acquiror Company SEC Reports”). Acquiror has hereto furnished to Each of the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror with the SEC Reports, as amended, complied as to all agreements, documents and other instruments that previously had been filed with Acquiror with the SEC and are currently in effect. As of their respective dates, the Acquiror SEC Reports (i) complied form in all material respects with the applicable requirements of the Securities Act, Act and the rules and regulations promulgated thereunder and the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and each as in effect on the date so filed. There are no outstanding written comments from the SEC with respect to any of the Company SEC Reports. None of the Company SEC Reports contained, when filed (ii) did notor if amended or superseded by a filing prior to the date of this Agreement, at the time they were filed, or, if amended, as of then on the date of such amendmentfiling), contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance with the filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror The SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11March 1, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SPAC SEC Reports”). Acquiror The SPAC has hereto prior to the date of this Agreement furnished to the Company true (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to amendments or modifications after the date of this Agreement) true, complete and correct copies of all amendments and modifications that have not been filed by Acquiror the SPAC with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by the SPAC with the SEC and are currently then in effect. As of their respective dates, the Acquiror SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance the SPAC has filed with the filing requirements of SEC on a timely basis all documents required with respect to the SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror The Buyer has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) SEC since August 11, 2021, inception together with any amendments, restatements or supplements thereto (collectively, the “Acquiror Buyer SEC Reports”). Acquiror The Buyer has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror the Buyer with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by the Buyer with the SEC and are currently in effect. As of their respective dates, the Acquiror Buyer SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, Act and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as set forth on Section 6.7(a) of the Buyer Disclosure Schedule, in the case of any other Acquiror SEC Report. Each each director and executive officer of Acquiror is in material compliance the Buyer has filed with the filing requirements of SEC on a timely basis all documents required with respect to the Buyer by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Except as set forth on Section 5.07 of the SPAC Disclosure Schedule, SPAC has filed in a timely manner all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11December 7, 20212020, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror SPAC SEC Reports”). Acquiror SPAC has hereto heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Acquiror SPAC with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by SPAC with the SEC and are currently in effect. As of their respective dates, the Acquiror SPAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Sxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance SPAC has filed with the filing requirements of SEC on a timely basis all documents required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

SEC Filings; Financial Statements; Sxxxxxxx-Xxxxx. (a) Acquiror Except as set forth on Section 5.07(a) of the GCAC Disclosure Schedule, GCAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since August 11February 2, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Acquiror GCAC SEC Reports”). Acquiror GCAC has hereto heretofore furnished to the Company true and correct copies of all any material amendments and modifications that have not been filed by Acquiror GCAC with the SEC to all agreements, documents and other instruments that previously had been filed with Acquiror by GCAC with the SEC and are currently in effect. As of their respective dates, the Acquiror GCAC SEC Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunderthereunder (the “Sxxxxxxx-Xxxxx Act”), and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Acquiror SEC Report. Each director and executive officer of Acquiror is in material compliance GCAC has filed with the filing requirements of SEC on a timely basis all documents required with respect to GCAC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct.