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

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formation, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth in the Parent SEC Reports, Parent does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent GigCapital5 has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationSeptember 23, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent GigCapital5 SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent GigCapital5 has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent GigCapital5 with the SEC to all agreements, documents and other instruments that previously had been filed by Parent GigCapital5 with the SEC and are currently in effect. As of their respective dates, the GigCapital5 SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent GigCapital5 has filed with the SEC on a timely basis all documents required with respect to Parent GigCapital5 by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent GigCapital5 SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent GigCapital5 as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). GigCapital5 has no off-balance sheet arrangements that are not disclosed in the GigCapital5 SEC Reports. No financial statements other than those of GigCapital5 are required by GAAP to be included in the consolidated financial statements of GigCapital5. (c) Except as and to the extent set forth in the Parent GigCapital5 SEC Reports, Parent does not have neither GigCapital5 nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentGigCapital5’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent GigCapital5 is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq. (e) Parent GigCapital5 has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent GigCapital5 and other material information required to be disclosed by Parent GigCapital5 in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to GigCapital5’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentGigCapital5’s principal executive officer and principal financial officer to material information required to be included in ParentGigCapital5’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) GigCapital5 maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that GigCapital5 maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. GigCapital5 has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of GigCapital5 to GigCapital5’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of GigCapital5 to record, process, summarize and report financial data. GigCapital5 has no knowledge of any fraud or whistle-blower allegations, whether material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of GigCapital5. Since September 23, 2021, there have been no material changes in GigCapital5 internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent GigCapital5 to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent GigCapital5. GigCapital5 has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent GigCapital5 (including any employee thereof) nor, to the knowledge of Parent, any of its nor GigCapital5’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentGigCapital5, (ii) any fraud, whether or not material, that involves ParentGigCapital5’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent GigCapital5, or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent GigCapital5 SEC Reports. To the knowledge of ParentGigCapital5, none of the Parent GigCapital5 SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a3.6(a) of the Parent Disclosure Schedule, Parent the Company has timely filed with the SEC all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it with the SEC since formationJanuary 1, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to 2003 under the Exchange Act or the Securities Act. Parent has heretofore furnished , including all such documents filed after the date hereof and prior to the Effective Time (as such documents have been amended since the time of their filing and all documents incorporated by reference therein, collectively, the “Company true and correct copies SEC Documents”). None of all amendments and modifications that have not been filed by Parent the Company’s Subsidiaries is required to file any form, report, schedule, statement or other document with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effectSEC. As of their respective dates, (i) dates and if amended prior to the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amendeddate hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not, and all documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 and (ii) complied, and all documents filed by the case of any other Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed Company with the SEC on a timely basis under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all documents required material respects with respect to Parent by Section 16(a) the applicable requirements 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 3.6, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) Each of the financial statements (including, including in each case, any related notes thereto) ), contained or reflected in the Parent Company SEC Reports or Additional Parent SEC Reports Documents, including the earnings and financial information reported in the press release to be issued by the Company on February 8, 2006 (the “Financial Statements”) (i) was was, and all financial statements contained or reflected in documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will be be, prepared from the books and records of the Company and its Subsidiaries; (ii) was, and all financial statements contained or reflected in documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will be, prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, basis throughout the periods indicated involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited financial statements, except that such unaudited statements do not contain footnotes as permitted by Form 10-Q of under the SECExchange Act); (iiiii) complied or will comply, as applicable, in all material respects with the all applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto as in effect on the date of filing; (iv) except with respect to the unaudited financial statements contained in the Company SEC Documents filed on Form 10-Q under the Exchange Act, was accompanied by unqualified reports from the independent auditor opining on the same as to the financial statements contained therein; and (v) fairly presents, and all financial statements contained or reflected in documents filed by the Company with the SEC under the Exchange Act and or the Securities Act in effect as between the date of this Agreement and the respective dates thereof; and (iii) fairly presents or Closing Date will fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of their respective dates and the consolidated results of operations, changes in stockholders equity their respective operations and cash flows Table of Parent as at the respective dates thereof and Contents for the respective periods indicated therein, except that the unaudited interim financial statements were or will be subject to normal year end audit adjustments which were not and will not be expected to be material in the aggregate. (c) Except as The Company and to the extent set forth in the Parent SEC Reportseach of its Subsidiaries, Parent does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities officers and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is directors are in compliance with, and have complied, in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and the related rules and regulations promulgated under such act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Exchange. Market. The Company has (ei) Parent has established and maintains implemented disclosure controls and procedures (as defined in Rule 13a-15 13a-15(e) under the Exchange Act). Such disclosure controls and procedures are reasonably designed ) to ensure that material information relating to Parent the Company and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act its Subsidiaries is made known on a timely basis to the individuals responsible for management of the preparation Company by others within such entities, and (ii) disclosed, based on its most recent evaluation, to the Company’s outside auditors, the audit committee of Parent’s filing with the SEC Company Board, and Parent (A) all significant deficiencies and material weaknesses in the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system design or operation of internal controls control over financial reporting (as defined in Rule 13a-15 13a-15(f) under the Exchange Act) designed that are reasonably likely to provide reasonable assurance regarding materially affect the reliability of ParentCompany’s ability to record, process, summarize and report financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parentdata, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (iiB) any fraud, whether or not material, known to management that involves Parent’s management or other employees who who, in each case, have a significant role in the preparation Company’s internal control over financial reporting. Since December 31, 2004, there have been no material changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls, or any significant deficiencies or material weaknesses in such internal controls. The Company has conducted its business in accordance with the terms of financial statements or the its internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any and procedures and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the foregoingExchange Act. The Company has made available to Parent complete and correct copies of all written policies, manuals and other documents promulgating such internal accounting controls. (hd) As None of the date hereofCompany, there are no outstanding comments from the SEC with respect its Subsidiaries nor, to the Parent SEC Reports. To Knowledge of the Company and its Subsidiaries, any of their respective auditors, accountants or representatives have received or otherwise had or obtained knowledge of Parentany material complaint, none allegation, assertion or claim, whether written or, to the Knowledge of the Parent SEC Reports filed on Company and its Subsidiaries, oral, regarding the accounting or prior to the date hereof is subject to ongoing SEC review auditing practices, procedures, methodologies or investigation as methods of the date hereofCompany or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent IAC Disclosure Schedule, Parent IAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 2, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent IAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent IAC has heretofore furnished to the Company true and correct copies of all any material amendments and modifications that have not been filed by Parent IAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent IAC with the SEC and are currently in effect. As of their respective dates, the IAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent IAC has filed with the SEC on a timely basis all documents required with respect to Parent IAC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent IAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent IAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). IAC has no off-balance sheet arrangements that are not disclosed in the IAC SEC Reports. No financial statements other than those of IAC are required by GAAP to be included in the consolidated financial statements of IAC. (c) Except as and to the extent set forth in the Parent IAC SEC Reports, Parent does not have neither IAC nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for (i) liabilities and obligations arising that were incurred in the ordinary course of business of ParentIAC’s or Merger Sub’s business, (ii) liabilities or obligations disclosed in the IAC Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be material to IAC. (d) Except as set forth on Schedule Section 5.07(d) of the Parent IAC Disclosure Schedule, Parent IAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq. (e) Parent IAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent IAC and other material information required to be disclosed by Parent IAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to IAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentIAC’s principal executive officer and principal financial officer to material information required to be included in ParentIAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) IAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that IAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. IAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of IAC to IAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of IAC to record, process, summarize and report financial data. IAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of IAC. Since December 31, 2022, there have been no material changes in IAC internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent IAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, IAC and Parent IAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent IAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor IAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentIAC, (ii) any fraud, whether or not material, that involves ParentIAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent IAC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent IAC SEC Reports. To the knowledge of ParentIAC, none of the Parent IAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (ij) Notwithstanding Neither IAC nor any of its Subsidiaries is an “investment company” within the foregoing, none meaning of the representations and warranties Investment Company Act of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order1940, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parentas amended.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent InterPrivate has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 3, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent InterPrivate SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent InterPrivate has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent InterPrivate with the SEC to all agreements, documents and other instruments that previously had been filed by Parent InterPrivate with the SEC and are currently in effect. As of their respective dates, the InterPrivate SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent InterPrivate has filed with the SEC on a timely basis all documents required with respect to Parent InterPrivate by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent InterPrivate SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent InterPrivate as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). InterPrivate has no off-balance sheet arrangements that are not disclosed in the InterPrivate SEC Reports. No financial statements other than those of InterPrivate are required by GAAP to be included in the consolidated financial statements of InterPrivate. (c) Except as and to the extent set forth in the Parent InterPrivate SEC Reports, Parent does not have neither InterPrivate nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentInterPrivate’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent InterPrivate is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent InterPrivate has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent InterPrivate and other material information required to be disclosed by Parent InterPrivate in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to InterPrivate’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentInterPrivate’s principal executive officer and principal financial officer to material information required to be included in ParentInterPrivate’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) InterPrivate maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that InterPrivate maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. InterPrivate has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any Representative of InterPrivate to InterPrivate’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of InterPrivate to record, process, summarize and report financial data. InterPrivate has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of InterPrivate. Since December 31, 2019, there have been no material changes in InterPrivate internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent InterPrivate to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent InterPrivate. InterPrivate has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent InterPrivate (including any employee thereof) nor, to the knowledge of Parent, any of its nor InterPrivate’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentInterPrivate, (ii) any fraud, whether or not material, that involves ParentInterPrivate’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent InterPrivate or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent InterPrivate SEC Reports. To the knowledge of ParentInterPrivate, none of the Parent InterPrivate SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent DCRC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationMarch 23, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent DCRC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent DCRC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent DCRC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent DCRC with the SEC and are currently in effect. As of their respective dates, the DCRC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent DCRC 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 Parent SEC Report or Additional Parent DCRC SEC Report. Each director and executive officer of Parent DCRC has filed with the SEC on a timely basis all documents required with respect to Parent DCRC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent DCRC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent DCRC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). DCRC has no off-balance sheet arrangements that are not disclosed in the DCRC SEC Reports. No financial statements other than those of DCRC are required by GAAP to be included in the consolidated financial statements of DCRC. (c) Except as and to the extent set forth in the Parent DCRC SEC Reports, Parent does not have neither DCRC nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentDCRC’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent DCRC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNASDAQ Capital Market. (e) Parent DCRC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent DCRC and other material information required to be disclosed by Parent DCRC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to DCRC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentDCRC’s principal executive officer and principal financial officer to material information required to be included in ParentDCRC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) DCRC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that DCRC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. DCRC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of DCRC to DCRC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of DCRC to record, process, summarize and report financial data. DCRC has no Knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of DCRC. Since March 26, 2021, there have been no material changes in DCRC’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent DCRC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentDCRC, and Parent DCRC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent DCRC (including any employee thereof) nor, to the knowledge of Parent, any of its nor DCRC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentDCRC, (ii) any fraud, whether or not material, that involves ParentDCRC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent DCRC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent DCRC SEC Reports. To the knowledge Knowledge of ParentDCRC, none of the Parent DCRC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Mobix has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationDecember 21, 2023, together with any amendments, restatements or supplements thereto (collectively, giving effect to permissible extensions in accordance with Rule 12b-25 under the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date Exchange Act) (collectively, the “Additional Parent Mobix SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Mobix has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Mobix with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Mobix with the SEC and are currently in effect. As of their respective dates, the Mobix SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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. To the knowledge of Mobix, in the case of any other Parent SEC Report or Additional Parent SEC Report. Each each director and executive officer of Parent Xxxxx has filed with the SEC on a timely basis all documents required with respect to Parent Mobix by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Mobix SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Mobix as at the respective dates thereof and for the respective periods indicated thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate have, a Mobix Material Adverse Effect). Mobix has no off-balance sheet arrangements that are not disclosed in the Mobix SEC Reports. No financial statements other than those of Mobix are required by GAAP to be included in the consolidated financial statements of Mobix. (c) Except as and to the extent set forth in the Parent Mobix SEC Reports, Parent does not have neither Mobix nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentMobix’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Mobix is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock Exchange. Nasdaq Global Market (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC GuidanceNasdaq”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SEAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits and schedules thereto, required to be filed or furnished by it with the SEC since formationSEC, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEAC SEC Reports”), and will have filed all such formssince January 5, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act2022. Parent SEAC has heretofore furnished made available to the Company LG Parent true and correct copies of all amendments and modifications that have not been filed by Parent SEAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SEAC with the SEC and are currently in effect, if any. As of their respective dates, and as of the date of any amendment or filing that superseded the initial filing, the SEAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, restated or supplemented, as of the date of such amendment, and the Additional Parent SEC Reports will notrestatement or supplement, 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 Parent SEC Report or Additional Parent SEAC 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 Parent SEC Report or Additional Parent SEAC SEC Report. Each To the knowledge of SEAC, each director and executive officer of Parent SEAC has filed with the SEC on a timely basis all documents required with respect to Parent SEAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders shareholders’ equity and cash flows of Parent SEAC as at the respective dates thereof and for the respective periods indicated thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SEAC has no off-balance sheet arrangements that are not disclosed in the SEAC SEC Reports. (c) Except as and to the extent set forth in the Parent SEAC SEC Reports, Parent SEAC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities (i) liabilities, debts and obligations arising that have arisen since the date of the most recent balance sheet included in the ordinary course of business of Parentfinancial statements (including, in each case, any notes thereto) contained in the SEAC SEC Reports in the Ordinary Course; (ii) liabilities, debts and obligations incurred in connection with the Transactions; and (iii) liabilities for fees and expenses incurred in connection with the Transactions. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure ScheduleSince its initial public offering, Parent is in compliance SEAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. Since March 31, 2023, (i) neither SEAC nor any SEAC Entity has received any complaint, allegation, assertion or claim regarding the Stock Exchangeaccounting or auditing practices, procedures, methodologies or methods of SEAC or the SEAC Entities or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that SEAC or any SEAC Entity has engaged in questionable accounting or auditing practices and (ii) there have been no internal unresolved, material investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the SEAC Board or any committee thereof. (e) Parent SEAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SEAC and other material information required to be disclosed by Parent SEAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SEAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documentsdecisions regarding required disclosure. Such disclosure controls and procedures are effective in timely alerting ParentSEAC’s principal executive officer and principal financial officer to material information required to be included in ParentSEAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SEAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SEAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Neither SEAC nor SEAC’s independent auditors identified or have been made aware of any “significant deficiencies” or “material weaknesses” (as defined by the PCAOB) in the design or operation of SEAC’s internal controls over financial reporting which would reasonably be expected to adversely affect SEAC’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. SEAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SEAC. Since November 21, 2021, there have been no material changes in SEAC’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SEAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSEAC, and Parent SEAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEAC SEC Reports. To the knowledge of ParentSEAC, none of the Parent SEAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent The Company has timely filed or otherwise transmitted all prospectuses, registration statements, 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 January 1, 2005 (all forms, reports, statements, certificates and other documents filed by the Company with the SEC since formationJanuary 1, together with any amendments2005, restatements or supplements thereto (collectively, the “Parent Company SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with . Each of the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent Company SEC Reports”), pursuant as amended, complied as to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent Exchange Act and the rules and regulations promulgated thereunder, 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 did notcontained, at when filed (or if amended or superseded by a filing prior to the time they were fileddate of this Agreement, or, if amended, as of then on the date of such amendmentfiling), and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each The audited consolidated financial statements of the financial statements Company (including, in each case, including any related notes thereto) contained included in the Parent Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC Reports or Additional Parent SEC Reports (i) was or will be have been prepared in accordance with US GAAP (generally accepted accounting principles applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, basis throughout the periods indicated involved (except as may be indicated in the notes thereto or, in thereto) and fairly present the case of unaudited consolidated financial statements, as permitted by Form 10-Q position of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements Company and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as its subsidiaries at the respective dates thereof and the consolidated statements of their operations, cash flows and changes in stockholders’ equity for the periods indicated. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the Company’s quarterly reports on Form 10-Q filed with the SEC since January 1, 2006 have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Company and its subsidiaries at of the respective dates thereof and the consolidated statements of their operations and cash flows for the periods indicated therein(subject to normal period-end adjustments). (c) Except as and to the extent set forth for (i) those liabilities that are fully reflected or reserved for in the Parent consolidated financial statements of the Company included in its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2006, as filed with the SEC Reportsor (ii) liabilities incurred since September 30, Parent does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising 2006 in the ordinary course of business consistent with past practice, neither the Company nor any of Parentits subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), except for liabilities that would not, individually or in the aggregate, have a Material Adverse Effect. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent The Company has been and is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) since its enactment, and (ii) the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq. (e) Parent The Company has established disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and maintains disclosure controls the audit committee of the Company’s Board of Directors (i) any significant deficiencies and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent weaknesses in the reports and other documents that it files design or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system operation of internal controls over financial reporting (as defined which are reasonably likely to adversely affect in Rule 13a-15 under any material respect the Exchange Act) designed Company’s ability to provide reasonable assurance regarding the reliability of Parent’s record, process, summarize and report financial reporting information and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a significant role in the preparation of Company’s internal controls over financial statements or reporting. Except for the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any material weakness set forth on Section 3.8 of the foregoing. (h) As Company Disclosure Schedule, as of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to Company has not identified any statement or information material weaknesses in the Parent SEC Reports design or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies operation of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s internal controls over financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parentreporting.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since formationOctober 20, 2020 to the date of this Agreement, together with any amendments, restatements or supplements thereto (collectivelyall of the foregoing filed or furnished prior to the date of this Agreement, the “Parent SEC Reports”), and will have filed or furnished all such forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it with the SEC or furnished subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”). All Parent SEC Reports, pursuant Additional Parent SEC Reports, any correspondence from or to the SEC or NYSE (other than such correspondence in connection with the initial public offering of Parent) and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 806) of the Xxxxxxxx-Xxxxx Act or with respect to any of the Securities Actforegoing are available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (XXXXX) in full without redaction. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed or furnished by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports wereReports, and the Additional Parent SEC Reports will be, be (i) in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended , and the rules and regulations thereunder (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) did not, and, with respect to the Additional Parent SEC Reports did will not, at the time they were filed(or are) filed or furnished, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the 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 thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which were not, and would not reasonably be expected to be, individually or in the aggregate, material to Parent), and except as to the Warrant Accounting Matter. Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. (c) Except as and to the extent set forth in the Parent SEC ReportsReports and except as to the Warrant Accounting Matter, neither Parent does not have nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) that is required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business Parent’s and Merger Sub’s business. Notwithstanding anything herein to the contrary, Parent is performing an analysis of Parentthe possible impact to the Parent SEC Reports of the recent statement by the staff of the SEC on accounting and reporting considerations for warrants issued by special purpose acquisition companies or whether any of the Parent financial statements included in the Parent SEC Reports will be restated as a result of such SEC staff statement (the “Warrant Accounting Matter”). (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for the preparation of Parent’s filing with principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and 906 of the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, . (f) Parent has established and maintained a system maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets, (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any Representative of Parent to Parent’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Parent to record, process, summarize and report financial data. Parent has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the preparation of financial statements or the internal control over financial reporting of Parent. Since October 20, 2020, there have been no material changes in Parent’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and . Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent (including any employee thereof) nor, to the knowledge of nor Parent, any of its ’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed or furnished on or prior to the date hereof of this Agreement is subject to ongoing SEC review or investigation as of the date hereofof this Agreement. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Acquiror has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationOctober 21, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Acquiror SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent . Acquiror has prior to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore 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 Parent Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Acquiror with the SEC and are currently then in effect. As of their respective dates, the Acquiror SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent Acquiror has filed with the SEC on a timely basis all documents required with respect to Parent Acquiror by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Acquiror SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Acquiror as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Acquiror has no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Reports. No financial statements other than those of Acquiror are required by GAAP to be included in the consolidated financial statements of Acquiror. (c) Except as and to the extent set forth in the Parent Acquiror SEC Reports, Parent does not have neither Acquiror nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentAcquiror’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Acquiror is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Global Market, or the Nasdaq. (e) Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Acquiror and other material information required to be disclosed by Parent Acquiror in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Acquiror’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in ParentAcquiror’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Acquiror maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Acquiror maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and the Acquiror Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Acquiror has prior to the date of this Agreement delivered to the Company (with respect to disclosure made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to disclosure made after the date of this Agreement) a true, complete and correct copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Acquiror to Acquiror’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Acquiror to record, process, summarize and report financial data. Acquiror has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Acquiror. Since March 28, 2022, there have been no material changes in Acquiror’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent Acquiror. Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Acquiror (including any employee thereof) nor, to the knowledge of Parent, any of its nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentAcquiror, (ii) any fraud, whether or not material, that involves ParentAcquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Acquiror or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent Acquiror SEC Reports. To the knowledge of ParentAcquiror, none of the Parent Acquiror SEC Reports filed on or prior to the date hereof of this Agreement is subject to ongoing SEC review or investigation as of the date hereofof this Agreement. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Spartan has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Spartan SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Spartan has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Spartan with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Spartan with the SEC and are currently in effect. As of their respective dates, the Spartan SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Spartan 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 Parent SEC Report or Additional Parent Spartan SEC Report. Each director and executive officer of Parent Spartan has filed with the SEC on a timely basis all documents required with respect to Parent Spartan by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Spartan SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US U.S. GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Spartan as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Spartan has no off-balance sheet arrangements that are not disclosed in the Spartan SEC Reports. No financial statements other than those of Spartan are required by U.S. GAAP to be included in the consolidated financial statements of Spartan. (c) Except as and to the extent set forth in the Parent Spartan SEC Reports, Parent does not have any Spartan has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US U.S. GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSpartan’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Spartan is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Spartan has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Spartan and other material information required to be disclosed by Parent Spartan in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Spartan’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSpartan’s principal executive officer and principal financial officer to material information required to be included in ParentSpartan’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Spartan maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US U.S. GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Spartan maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with U.S. GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Spartan has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Spartan to Spartan’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Spartan to record, process, summarize and report financial data. Spartan has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Spartan. Since March 31, 2020, there have been no material changes in Spartan’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Spartan to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSpartan, and Parent Spartan has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Spartan (including any employee thereof) nor, to the knowledge of Parent, any of its nor Spartan’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSpartan, (ii) any fraud, whether or not material, that involves ParentSpartan’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Spartan or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Spartan SEC Reports. To the knowledge of ParentSpartan, none of the Parent Spartan SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a5.7(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationNovember 23, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects (i) complied with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each Except as set forth on Section 5.7(b) of the Parent Disclosure Schedule, each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. (c) Except as and to the extent set forth in the Parent SEC Reports, Parent does not have any has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for the preparation of Parent’s filing with principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and 906 of the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, . (f) Parent has established and maintained a system maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent to Parent’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Parent to record, process, summarize and report financial data. Parent has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involves management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Parent. Since December 31, 2019, there have been no material changes in Parent internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and . Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent (including any employee thereof) nor, to the knowledge of nor Parent, any of its ’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Novus has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationMay 14, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent Novus SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Novus has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Novus with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Novus with the SEC and are currently in effect. As of their respective dates, the Novus SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Novus 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 Parent SEC Report or Additional Parent Novus SEC Report. Each director and executive officer of Parent Novus has filed with the SEC on a timely basis all documents required with respect to Parent Novus by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Novus SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Novus as at the respective dates thereof and for the respective periods indicated therein., (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Novus has no off-balance sheet arrangements that are not disclosed in the Novus SEC Reports. No financial statements other than those of Novus are required by GAAP to be included in the consolidated financial statements of Novus (c) Except as and to the extent set forth in the Parent Novus SEC Reports, Parent does not have neither Novus nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentNovus’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Novus is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent Novus has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Novus and other material information required to be disclosed by Parent Novus in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Novus’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentNovus’s principal executive officer and principal financial officer to material information required to be included in ParentNovus’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Novus maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Novus maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Novus has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Novus to Novus’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Novus to record, process, summarize and report financial data. Novus has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Novus. Since June 30, 2020, there have been no material changes in Novus internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Novus to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent Novus has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Novus (including any employee thereof) nor, to the knowledge of Parent, any of its nor Novus’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentNovus, (ii) any fraud, whether or not material, that involves ParentNovus’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Novus or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Novus SEC Reports. To the knowledge of ParentNovus, none of the Parent Novus SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent DCRB has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationOctober 19, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent DCRB SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent DCRB has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent DCRB with the SEC to all agreements, documents and other instruments that previously had been filed by Parent DCRB with the SEC and are currently in effect. As of their respective dates, the DCRB SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent DCRB 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 Parent SEC Report or Additional Parent DCRB SEC Report. Each director and executive officer of Parent DCRB has filed with the SEC on a timely basis all documents required with respect to Parent DCRB by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent DCRB SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent DCRB as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). DCRB has no off-balance sheet arrangements that are not disclosed in the DCRB SEC Reports. No financial statements other than those of DCRB are required by GAAP to be included in the consolidated financial statements of DCRB. (c) Except as and to the extent set forth in the Parent DCRB SEC Reports, Parent does not have neither DCRB nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentDCRB’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent DCRB is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNASDAQ Capital Market. (e) Parent DCRB has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent DCRB and other material information required to be disclosed by Parent DCRB in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to DCRB’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentDCRB’s principal executive officer and principal financial officer to material information required to be included in ParentDCRB’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) DCRB maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that DCRB maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. DCRB has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of DCRB to DCRB’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of DCRB to record, process, summarize and report financial data. DCRB has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of DCRB. Since September 30, 2020, there have been no material changes in DCRB’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent DCRB to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentDCRB, and Parent DCRB has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent DCRB (including any employee thereof) nor, to the knowledge of Parent, any of its nor DCRB’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentDCRB, (ii) any fraud, whether or not material, that involves ParentDCRB’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent DCRB or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent DCRB SEC Reports. To the knowledge of ParentDCRB, none of the Parent DCRB SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent GAMC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationMarch 16, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent GAMC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent GAMC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent GAMC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent GAMC with the SEC and are currently in effect. As of their respective dates, the GAMC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent GAMC has filed with the SEC on a timely basis all documents required with respect to Parent GAMC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent GAMC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent GAMC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). GAMC has no off-balance sheet arrangements that are not disclosed in the GAMC SEC Reports. No financial statements other than those of GAMC are required by GAAP to be included in the consolidated financial statements of GAMC. (c) Except as and to the extent set forth in the Parent GAMC SEC Reports, Parent does not have neither GAMC nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentGAMC’s and Xxxxxx Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent GAMC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock ExchangeExchange LLC (the “Nasdaq”). (e) Parent GAMC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent GAMC and other material information required to be disclosed by Parent GAMC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to GAMC’s co-principal executive officers and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentGAMC’s co-principal executive officer officers and principal financial officer to material information required to be included in ParentGAMC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) GAMC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that GAMC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. GAMC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of GAMC. (fg) There are no outstanding loans or other extensions of credit made by Parent GAMC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent GAMC. GAMC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent GAMC (including any employee thereof) nor, to the knowledge of Parent, any of its nor GAMC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentGAMC, (ii) any fraud, whether or not material, that involves ParentGAMC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent GAMC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent GAMC SEC Reports. To the knowledge of ParentGAMC, none of the Parent GAMC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Kensington has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 25, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Kensington SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent . Kensington has prior to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore 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 Parent Kensington with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Kensington with the SEC and are currently then in effect. As of their respective dates, the Kensington SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, contain Table of Contents 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent Kensington has filed with the SEC on a timely basis all documents required with respect to Parent Kensingtonn by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Kensington SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Kensington as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Kensington has no off-balance sheet arrangements that are not disclosed in the Kensington SEC Reports. No financial statements other than those of Kensington are required by GAAP to be included in the consolidated financial statements of Kensington. (c) Except as and to the extent set forth in the Parent Kensington SEC Reports, Parent Kensington does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentKensington’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Kensington is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the The New York Stock Exchange. (e) Parent Kensington has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Kensington and other material information required to be disclosed by Parent Kensington in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Kensington’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentKensington’s principal executive officer and principal financial officer to material information required to be included in ParentKensington’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Kensington maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Kensington maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Kensington has prior to the date of this Agreement delivered to the Company (with respect to disclosure made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to disclosure made after the date of this Agreement) a true, complete and correct copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Kensington to Kensington’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Table of Contents Kensington to record, process, summarize and report financial data. Kensington has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Kensington. Since February 25, 2021, there have been no material changes in Kensington’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Kensington to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent Kensington. Kensington has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Kensington (including any employee thereof) nor, to the knowledge of Parent, any of its nor Kensington’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentKensington, (ii) any fraud, whether or not material, that involves ParentKensington’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Kensington or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent Kensington SEC Reports. To the knowledge of ParentKensington, none of the Parent Kensington SEC Reports filed on or prior to the date hereof of this Agreement is subject to ongoing SEC review or investigation as of the date hereofof this Agreement. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) 6.07 of the Parent HCIC Disclosure Schedule, Parent HCIC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJanuary 14, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent HCIC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent HCIC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent HCIC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent HCIC with the SEC and are currently in effect. As Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, as of their respective dates, the HCIC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent HCIC has filed with the SEC on a timely basis all documents required with respect to Parent HCIC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, each of the financial statements (including, in each case, any notes thereto) contained in the Parent HCIC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent HCIC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). HCIC has no off-balance sheet arrangements that are not disclosed in the HCIC SEC Reports. Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, no financial statements other than those of HCIC are required by GAAP to be included in the consolidated financial statements of HCIC. (c) Except as and set forth on Section 6.07 of the HCIC Disclosure Schedule, or to the extent set forth in the Parent HCIC SEC Reports, Parent HCIC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentHCIC’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent HCIC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market (the “Nasdaq”). (e) Parent HCIC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent HCIC and other material information required to be disclosed by Parent HCIC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to HCIC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentHCIC’s principal executive officer and principal financial officer to material information required to be included in ParentHCIC’s periodic reports required under the Exchange Act. Since February 11. (f) Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, 2021, Parent has established and maintained a system HCIC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that HCIC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. HCIC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of HCIC to HCIC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of HCIC to record, process, summarize and report financial data. HCIC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of HCIC. Since January 14, 2021, there have been no material changes in HCIC internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent HCIC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, HCIC and Parent HCIC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent HCIC (including any employee thereof) nor, to the knowledge of Parent, any of its nor HCIC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentHCIC, (ii) any fraud, whether or not material, that involves ParentHCIC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent HCIC or (iii) any claim or allegation regarding any of the foregoing. (hi) As Except as set forth on Section 6.07 of the date hereofHCIC Disclosure Schedule, as of the Original Signing Date, there are were no outstanding SEC comments from the SEC with respect to the Parent HCIC SEC Reports. To Reports and to the knowledge of ParentHCIC, none of the Parent HCIC SEC Reports filed on or prior to the date hereof is Original Signing Date was subject to ongoing SEC review or investigation as of the date hereofOriginal Signing Date. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Athena has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationMarch 19, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Athena SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Athena has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Athena with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Athena with the SEC and are currently in effect. As of their respective dates, the Athena SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, in each case, as in effect at the time they were filed, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent Athena has filed with the SEC on a timely basis all documents required with respect to Parent their respective shares of Athena Common Stock by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each Except for the misapplication of the accounting guidance related to the Athena Warrants in respect of which Athena has revised and may be required to revise or restate the financial statements included in the Athena SEC Reports to reflect the classification of the Athena Warrants as liabilities for accounting purposes in connection with the SEC Warrant Statement, each of the financial statements (including, in each case, any notes thereto) contained in the Parent Athena SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Athena as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). The Company acknowledges that (i) the Staff of the SEC issued the SEC Warrant Statement, (ii) Athena and its independent public financial accounting firm continues to review the SEC Warrant Statement and its implications, including on the financial statements and other information included in the Athena’s SEC Filings, and (iii) any restatement, revision or other modification of the Athena SEC Filings in connection with such review of the SEC Warrant Statement or any subsequent related agreements or other guidance from the Staff of the SEC shall be deemed not material for purposes of this Agreement, including for purposes of any provision of this Section 5.7. Athena has no off-balance sheet arrangements that are not disclosed in the Athena SEC Reports. No financial statements other than those of Athena are required by GAAP to be included in the consolidated financial statements of Athena. (c) Except in respect of the SEC Warrant Statement and the revision or restatement of the financial statements included in the Athena SEC Reports to reflect the classification of the Athena Warrants as liabilities for accounting purposes in connection therewith) and as and to the extent set forth in the Parent Athena SEC Reports, Parent does not have neither Athena nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentAthena’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Athena is in compliance compliance, or as of Closing, will be in compliance, in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Athena has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Athena and other material information required to be disclosed by Parent Athena in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Athena’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentAthena’s principal executive officer and principal financial officer to material information required to be included in ParentAthena’s periodic reports required under the Exchange Act. Since February 11, 2021except that due to the reclassification of the Athena Warrants in connection with the SEC Warrant Statement a material weakness existed in Athena’s disclosure controls and procedures and such disclosures controls and procedures were not effective, Parent has established and maintained a system such material weakness in Athena’s disclosure controls and procedures may continue to exist and not be effective after the date hereof. (f) Athena maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Athena maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Athena has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Athena to Athena’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Athena to record, process, summarize and report financial data; however, due to the improper classification of the Athena Warrants in connection with the SEC Warrant Statement there was, and may continue to be, a material weakness in Athena’s internal control over financial reporting. Athena has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Athena. Since March 19, 2021, there have been no material changes in Athena internal control over financial reporting, except in respect of the SEC Warrant Statement and as disclosed in Athena’s SEC Reports. (fg) There are no outstanding loans or other extensions of credit made by Parent Athena to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent Athena. Athena has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Athena (including any employee thereof) nor, to the knowledge of Parent, any of its nor Athena’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentAthena (other than those due to the SEC Warrant Statement), (ii) any fraud, whether or not material, that involves ParentAthena’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Athena or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Athena SEC Reports. To the knowledge of ParentAthena, none of the Parent Athena SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationNovember 2, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effecteffect that have not been filed by SPAC with the SEC and that are required to be filed pursuant to the applicable Law. As Except as set forth on Section 5.07(a) of the SPAC Disclosure Schedule, as of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not been, and would not reasonably be expected to be, individually or in the aggregate, material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have none of SPAC, Irish Holdco or Merger Sub has any liability Liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for (A) liabilities and obligations arising incurred in the ordinary course of business of ParentOrdinary Course subsequent to March 31, 2023, and (B) liabilities for fees and expenses incurred in connection with the Transactions. (d) Except as set forth on Schedule Section 5.07(d) of the Parent SPAC Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent , including policies and procedures sufficient to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of provide reasonable assurance: (i) any significant deficiency or that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material weakness in the system respects, its transactions and dispositions of internal accounting controls utilized by Parent, assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any frauddisclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involves Parent’s involve management or other employees or consultants who have or had a significant role in the preparation internal control over financial reporting of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereofSPAC. Since March 31, 2023, there are have been no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereofmaterial changes in SPAC’s internal control over financial reporting. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits and schedules thereto, required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since formationAugust 10, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished made available to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, and as of the date of any amendment or filing that superseded the initial filing, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent SPAC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities (A) liabilities, debts and obligations arising that have arisen since the date of the most recent balance sheet included in the ordinary course of business of Parentfinancial statements (including, in each case, any notes thereto) contained in the SPAC SEC Reports in the Ordinary Course; (B) liabilities, debts and obligations incurred in connection with the Transactions; and (C) liabilities for fees and expenses incurred in connection with the Transactions. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure ScheduleSince its initial public offering, Parent is in compliance SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since August 10, 2021, there have been no material changes in SPAC’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) 6.07 of the Parent HCIC Disclosure Schedule, Parent HCIC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJanuary 14, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent HCIC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent HCIC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent HCIC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent HCIC with the SEC and are currently in effect. As Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, as of their respective dates, the HCIC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent HCIC has filed with the SEC on a timely basis all documents required with respect to Parent HCIC by Section 16(a) of the Exchange Act and the rules and regulations thereunderAct. (b) Each Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, each of the financial statements (including, in each case, any notes thereto) contained in the Parent HCIC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent HCIC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). HCIC has no off-balance sheet arrangements that are not disclosed in the HCIC SEC Reports. Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, no financial statements other than those of HCIC are required by GAAP to be included in the consolidated financial statements of HCIC. (c) Except as and set forth on Section 6.07 of the HCIC Disclosure Schedule, or to the extent set forth in the Parent HCIC SEC Reports, Parent HCIC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentHCIC’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent HCIC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market (the “Nasdaq”). (e) Parent HCIC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent HCIC and other material information required to be disclosed by Parent HCIC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to HCIC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentHCIC’s principal executive officer and principal financial officer to material information required to be included in ParentHCIC’s periodic reports required under the Exchange Act. Since February 11. (f) Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, 2021, Parent has established and maintained a system HCIC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that HCIC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. HCIC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of HCIC to HCIC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of HCIC to record, process, summarize and report financial data. HCIC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of HCIC. Since January 14, 2021, there have been no material changes in HCIC internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent HCIC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, HCIC and Parent HCIC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent HCIC (including any employee thereof) nor, to the knowledge of Parent, any of its nor HCIC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentHCIC, (ii) any fraud, whether or not material, that involves ParentHCIC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent HCIC or (iii) any claim or allegation regarding any of the foregoing. (hi) As Except as set forth on Section 6.07 of the HCIC Disclosure Schedule, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent HCIC SEC Reports. To Reports and to the knowledge of ParentHCIC, none of the Parent HCIC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Apex has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationits incorporation, together with any amendments, restatements or supplements thereto (collectively, the “Parent Apex SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Apex has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Apex with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Apex with the SEC and are currently in effect. As of their respective dates, the Apex SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Apex 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 Parent SEC Report or Additional Parent Apex SEC Report. Each director and executive officer of Parent Apex has filed with the SEC on a timely basis all documents required with respect to Parent Apex by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Apex SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Apex as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Apex has no off-balance sheet arrangements that are not disclosed in the Apex SEC Reports. No financial statements other than those of Apex are required by GAAP to be included in the consolidated financial statements of Apex. (c) Except as and to the extent set forth in the Parent Apex SEC Reports, Parent does not have neither Apex nor either Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentApex’s and Merger Subs’ business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Apex is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent Apex has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Apex and other material information required to be disclosed by Parent Apex in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Apex’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentApex’s principal executive officer and principal financial officer to material information required to be included in ParentApex’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Apex maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Apex maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Apex has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Apex to Apex’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Apex to record, process, summarize and report financial data. Apex has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Apex. Since June 30, 2020, there have been no material changes in Apex’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Apex to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent Apex has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Apex (including any employee thereof) nor, to the knowledge of Parent, any of its nor Apex’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentApex, (ii) any fraud, whether or not material, that involves ParentApex’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Apex or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Apex SEC Reports. To the knowledge of ParentApex, none of the Parent Apex SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJuly 26, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates and, if applicable, their respective effective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, filed or, if amended, as of the date of such amendment, and or, they went effective, at the Additional Parent SEC Reports will nottime they went effective, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 5.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC or Nasdaq. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will complyand each fairly, as applicable, in all material respects with the applicable accounting requirements completely and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly presentaccurately presents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC or in the SPAC SEC Reports. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC nor Newco has any liability or obligation of a any nature whatsoever (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s and Newco’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under Notwithstanding the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files foregoing, no representation or furnishes under the Exchange Act warranty is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) statement or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, information that relates to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness the topics referenced in the system of internal accounting controls utilized SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by ParentSpecial Purpose Acquisition Company” issued by SEC staff on April 12, 2021, (ii) any fraud, whether the classification of the SPAC Shares as permanent or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent temporary equity or (iii) any claim subsequent guidance, statements or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made interpretations issued by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor its staff, whether formally or accountant that is applicable to Parent (collectivelyinformally, the “SEC Guidance”)publicly or privately, nor shall any correctionincluding guidance, revision, amendment statements or restatement of Parent’s financial statements due interpretations relating to the SEC Guidance result in a breach of any representation foregoing or warranty by Parentto other accounting matters, including matters relating to initial public offering securities or expenses.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except SPAC has filed or furnished, as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed applicable all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with or to the SEC Securities and Exchange Commission (the “SEC”) since formationJanuary 25, 2022, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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. (b) To SPAC’s knowledge, in the case of any other Parent SEC Report or Additional Parent SEC Report. Each each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (bc) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (cd) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s and Merger Sub’s business. (de) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq. (ef) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (g) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any Representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since December 31, 2021, there have been no material changes in SPAC internal control over financial reporting. (fh) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent SPAC. SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gi) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iii) any claim or allegation regarding any of the foregoing. (hj) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent LOKB has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationDecember 1, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent LOKB SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, the LOKB SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent LOKB 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 Parent SEC Report or Additional Parent LOKB SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent LOKB SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent LOKB as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). LOKB has no off-balance sheet arrangements that are not disclosed in the LOKB SEC Reports. (c) Except as and to the extent set forth in the Parent LOKB SEC Reports, Parent does not have neither LOKB nor Merger Sub has any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP), except for liabilities and obligations arising in the ordinary course of business of ParentLOKB’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent LOKB is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock ExchangeExchange (or such other exchange on which the shares of LOKB Class A Common Stock are listed). (e) Parent LOKB has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent LOKB and other material information required to be disclosed by Parent LOKB in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to LOKB’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentLOKB’s principal executive officer and principal financial officer to material information required to be included in ParentLOKB’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) LOKB maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that LOKB maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. (fg) There are no outstanding loans or other extensions of credit made by Parent LOKB to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentLOKB, and Parent LOKB has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent LOKB (including any employee thereof) norincluding, to the knowledge of ParentLOKB, any of its employee thereof) nor LOKB’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentLOKB, (ii) any fraud, whether or not material, fraud that involves ParentLOKB’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent LOKB or (iii) as of the date hereof, any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent LOKB SEC Reports. To the knowledge of ParentLOKB, none of the Parent LOKB SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationAugust 12, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material to SPAC). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. (c) Except for any Affiliate Loan and as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC nor OpCo has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP), except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s and OpCo’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent TortoiseCorp has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 27, 2019, together with any amendments, restatements or supplements thereto (collectively, the “Parent TortoiseCorp SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent TortoiseCorp has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent TortoiseCorp with the SEC to all agreements, documents and other instruments that previously had been filed by Parent TortoiseCorp with the SEC and are currently in effect. As of their respective dates, the TortoiseCorp SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent TortoiseCorp 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 Parent SEC Report or Additional Parent TortoiseCorp SEC Report. Each director and executive officer of Parent TortoiseCorp has filed with the SEC on a timely basis all documents required with respect to Parent TortoiseCorp by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent TortoiseCorp SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent TortoiseCorp as at the respective dates thereof and for the respective periods indicated therein., (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). TortoiseCorp has no off-balance sheet arrangements that are not disclosed in the TortoiseCorp SEC Reports. No financial statements other than those of TortoiseCorp are required by GAAP to be included in the consolidated financial statements of TortoiseCorp (c) Except as and to the extent set forth in the Parent TortoiseCorp SEC Reports, Parent does not have neither TortoiseCorp nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentTortoiseCorp’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent TortoiseCorp is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent TortoiseCorp has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent TortoiseCorp and other material information required to be disclosed by Parent TortoiseCorp in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to TortoiseCorp’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentTortoiseCorp’s principal executive officer and principal financial officer to material information required to be included in ParentTortoiseCorp’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) TortoiseCorp maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that TortoiseCorp maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. TortoiseCorp has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of TortoiseCorp to TortoiseCorp’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of TortoiseCorp to record, process, summarize and report financial data. TortoiseCorp has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of TortoiseCorp. Since March 31, 2020, there have been no material changes in TortoiseCorp internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent TortoiseCorp to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent TortoiseCorp has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent TortoiseCorp (including any employee thereof) nor, to the knowledge of Parent, any of its nor TortoiseCorp’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentTortoiseCorp, (ii) any fraud, whether or not material, that involves ParentTortoiseCorp’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent TortoiseCorp or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent TortoiseCorp SEC Reports. To the knowledge of ParentTortoiseCorp, none of the Parent TortoiseCorp SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJanuary 12, 2022, together with any amendments, restatements or supplements thereto (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent . Parent has prior to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore 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 Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently then in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance (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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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; provided, however, notwithstanding the foregoing provisions of this Section 5.07(a), no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the case SEC Documents that were not supplied by or on behalf of any other Parent SEC Report or Additional Parent SEC Reportfor use therein. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basisbasis during the periods involved) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be excepted to individually or in the aggregate be material). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. (c) Except as and to the extent set forth in the Parent SEC Reports, neither Parent does not have nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent’s and Xxxxxx Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeParent. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for the preparation of Parent’s filing with principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the SEC certifications required pursuant to Sections 302 and 906 of the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such To Parent’s knowledge, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, . (f) Parent has established and maintained a system maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has prior to the date of this Agreement delivered to the Company (with respect to disclosure made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to disclosure made after the date of this Agreement) a true, complete and correct copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent to Parent’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Parent to record, process, summarize and report financial data. Parent has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Parent. Since January 1, 2023, there have been no material changes in Parent’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and . Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent (including any employee thereof) nor, to the knowledge of nor Parent, any of its ’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof of this Agreement is subject to ongoing SEC review or investigation as of the date hereofof this Agreement. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it (A) with the SEC and the NNM since formationJanuary 1, 2001 (collectively, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC documents Parent may file subsequent to the date of this Agreement through hereof until the Closing Date (collectivelyClosing, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Each Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, Report (i) at the Parent SEC Reports weretime it was filed, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and or the Xxxxxxxx-Xxxxx ActNNM, and as the rules and regulations promulgated thereunder case may be, and (ii) the Parent SEC Reports did not, not at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, it was filed 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 Parent SEC Report or Additional Parent 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 . No Parent Subsidiary is subject to the case of any other Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) periodic reporting requirements of the Exchange Act and or required to file any form, report or other document with the rules and regulations thereunderSEC, the NNM, any other stock exchange or any other comparable Governmental Entity. Since January 1, 2001 there have been no comment letters received by Parent from the staff of the SEC or responses to such comment letters by or on behalf of Parent that have not been made available to Company. For purposes of this Section 5.07, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available in writing to the SEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US U.S. GAAP (except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year-end adjustments, which adjustments are not material), applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, basis throughout the periods indicated (except as may be indicated in the notes thereto orthereto) and presented fairly the consolidated financial position of Parent and the Parent Subsidiaries as at the respective dates thereof, and their consolidated results of operations, stockholders’ equity and cash flows for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited financial statements, as permitted by Form 10to normal and recurring immaterial year-Q of the SECend adjustments); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth or reserved against on the consolidated balance sheet of Parent and the Parent Subsidiaries as of June 30, 2004 as reported in the Parent SEC Reports, none of Parent does not have or any liability Parent Subsidiary has any liabilities or obligation obligations of a any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with US U.S. GAAP, except for (i) liabilities and or obligations arising incurred in the ordinary course of business of Parentconsistent with past practice since June 30, 2004 or (ii) liabilities or obligations that could not reasonably be expected to have a Parent Material Adverse Effect. (d) Except as set forth Neither Parent nor any Parent Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among Parent or any Parent Subsidiary, on Schedule 5.07(dthe one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving Parent or any Parent Subsidiary in the consolidated financial statements contained in the Parent Disclosure Schedule, Reports. (e) Parent is and each of its officers and directors are in compliance with, and have complied, in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act or the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of the Stock Exchange. NNM. Except as disclosed in the Parent Reports, there are no outstanding loans made by Parent or any Parent Subsidiary to any executive officer (eas defined under Rule 3b-7 under the Exchange Act) or director of Parent or any Parent Subsidiary. Since the enactment of the Xxxxxxxx-Xxxxx Act, neither Parent nor any Parent Subsidiary has made any loans to any executive officer or director of Parent or any Parent Subsidiary. Parent has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 13a-15(e) under the Exchange Act). Such ; such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent, including its consolidated Parent Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is accumulated and other material communicated to Parent principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure, and such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports and other documents that it files or furnishes submits under the Exchange Act is made known on a timely basis to recorded, processed, summarized and reported within the individuals responsible for the preparation of Parent’s filing with the time periods specified in SEC rules and the other public disclosure documentsforms. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of maintains internal controls control over financial reporting (as such term is defined in Rule 13a-15 13a-15(f) under the Exchange Act) ); such internal controls are designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US U.S. GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any . Parent’s principal executive officer (as defined in Rule 3b-7 under and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 audit committee of the Xxxxxxxx-Xxxxx Act. (g) Neither board of directors of Parent (including any employee thereofx) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any all significant deficiency or deficiencies and material weakness weaknesses in the system design or operation of internal accounting controls utilized by over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and have identified for Parent’s auditors any material weaknesses in internal controls and (iiy) any fraud, whether or not material, that involves Parent’s management or other employees who have a significant role in Parent’s internal controls. Parent has delivered to Company a correct and complete summary of any such disclosure made by management of Parent to Parent’s auditors and audit committee since January 1, 2001. Since January 1, 2001, neither Parent nor any of its Subsidiaries nor, to Parent’s Knowledge, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the preparation accounting or auditing practices, procedures, methodologies or methods of financial statements Parent or the any of Parent Subsidiaries or their respective internal accounting controls utilized controls, including any material complaint, allegation, assertion or claim that Parent or any of Parent Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing Parent or any of Parent Subsidiaries, whether or not employed by Parent or (iii) any claim or allegation regarding any of the foregoing. (h) As Parent Subsidiaries, has reported evidence of the date hereofa material violation of securities Laws, there are no outstanding comments from the SEC with respect breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the board of directors of Parent SEC Reports. To the knowledge or any committee thereof or to any director or officer of Parent. For purposes of this paragraph, none of “principal executive officer” and “principal financial officer” shall have the Parent SEC Reports filed on or prior meanings given to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information such terms in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by ParentExchange Act.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationAugust 30, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC nor Merger Sub has any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP), except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gf) Neither Parent SPAC (including any employee thereof) norincluding, to the knowledge of ParentSPAC, any of its employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, fraud that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iiiii) as of the date hereof, any claim or allegation regarding any of the foregoing. (hg) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (ih) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due anything to the SEC Guidance result contrary in a breach of any this ‎Section 5.07, no representation or warranty by Parentis made in this Agreement as to the accounting treatment of (i) the SPAC Warrants or (ii) the SPAC Ordinary Shares.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationDecember 17, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material to SPAC). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. (c) Except for any Affiliate Loan and as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC, HoldCo nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent). (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereofExecution Date, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationDecember 12, 2019, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have any SPAC has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since December 31, 2019, there have been no material changes in SPAC internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent SPAC. SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Concord has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formation, together with any amendments, restatements or supplements thereto (collectively, the “Parent Concord SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Concord has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Concord with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Concord with the SEC and are currently in effect. As of their respective dates, the Concord SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Concord 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 Parent SEC Report or Additional Parent Concord SEC Report. Each director and executive officer of Parent Concord has filed with the SEC on a timely basis all documents required with respect to Parent Concord by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Concord SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Concord as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that have not been, and would not reasonably be expected to individually or in the aggregate be, material), and except as to the Warrant Accounting Matter. Concord has no off-balance sheet arrangements that are not disclosed in the Concord SEC Reports. No financial statements other than those of Concord are required by US GAAP to be included in the consolidated financial statements of Concord. (c) Except as and to the extent set forth in the Parent Concord SEC ReportsReports and except as to the Warrant Accounting Matter, Parent Concord does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business Concord’s business. Notwithstanding anything herein to the contrary, Concord has not yet performed an analysis of Parentthe possible impact to the Concord SEC Reports of the recent statement by the staff of the SEC on accounting and reporting considerations for warrants issued by special purpose acquisition companies or whether any of Concord’s financial statements included in the Concord SEC Reports will be restated as a result of such SEC staff statement (the “Warrant Accounting Matter”). (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Concord is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Concord has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Concord and other material information required to be disclosed by Parent Concord in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of ParentConcord’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent Concord to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentConcord, and Parent Concord has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) norConcord, nor to the knowledge of ParentConcord, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentConcord, (ii) any fraud, whether or not material, that involves ParentConcord’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Concord or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Concord SEC Reports. To the knowledge of ParentConcord, none of the Parent Concord SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Kensington has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 25, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Kensington SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent . Kensington has prior to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore 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 Parent Kensington with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Kensington with the SEC and are currently then in effect. As of their respective dates, the Kensington SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent Kensington has filed with the SEC on a timely basis all documents required with respect to Parent Kensingtonn by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Kensington SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Kensington as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Kensington has no off-balance sheet arrangements that are not disclosed in the Kensington SEC Reports. No financial statements other than those of Kensington are required by GAAP to be included in the consolidated financial statements of Kensington. (c) Except as and to the extent set forth in the Parent Kensington SEC Reports, Parent Kensington does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentKensington’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Kensington is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the The New York Stock Exchange. (e) Parent Kensington has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Kensington and other material information required to be disclosed by Parent Kensington in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Kensington’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentKensington’s principal executive officer and principal financial officer to material information required to be included in ParentKensington’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Kensington maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Kensington maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Kensington has prior to the date of this Agreement delivered to the Company (with respect to disclosure made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to disclosure made after the date of this Agreement) a true, complete and correct copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Kensington to Kensington’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Kensington to record, process, summarize and report financial data. Kensington has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Kensington. Since February 25, 2021, there have been no material changes in Kensington’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Kensington to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent Kensington. Kensington has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Kensington (including any employee thereof) nor, to the knowledge of Parent, any of its nor Kensington’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentKensington, (ii) any fraud, whether or not material, that involves ParentKensington’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Kensington or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent Kensington SEC Reports. To the knowledge of ParentKensington, none of the Parent Kensington SEC Reports filed on or prior to the date hereof of this Agreement is subject to ongoing SEC review or investigation as of the date hereofof this Agreement. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJuly 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC nor Merger Sub has any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP), except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gf) Neither Parent SPAC (including any employee thereof) norincluding, to the knowledge of ParentSPAC, any of its employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, fraud that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iiiii) as of the date hereof, any claim or allegation regarding any of the foregoing. (hg) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (ih) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due anything to the SEC Guidance result contrary in a breach of any this Section 5.07, no representation or warranty by Parentis made in this Agreement as to the accounting treatment of the SPAC Warrants.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Acquiror has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationSeptember 10, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent Acquiror SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Acquiror has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Acquiror with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with Acquiror with the SEC and are currently in effect. As of their respective dates, the Acquiror SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent Acquiror SEC Report. Each director and executive officer of Parent has filed Acquiror is in material compliance with the SEC on a timely basis all documents required with respect to Parent by filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Acquiror SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Acquiror as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Acquiror has no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Reports. No financial statements other than those of Acquiror are required by GAAP to be included in the consolidated financial statements of Acquiror. (c) Except as and to the extent set forth in the Parent Acquiror SEC Reports, Parent does not have neither Acquiror, First Merger Sub nor Second Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentAcquiror’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Acquiror is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Acquiror and other material information required to be disclosed by Parent Acquiror in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Acquiror’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentAcquiror’s principal executive officer and principal financial officer to material information required to be included in ParentAcquiror’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Acquiror maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Acquiror maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Acquiror has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Acquiror to Acquiror’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Acquiror to record, process, summarize and report financial data. Acquiror has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Acquiror. Since September 30, 2020, there have been no material changes in Acquiror’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentAcquiror, and Parent Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Acquiror (including any employee thereof) nor, to the knowledge of Parent, any of its nor Acquiror’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentAcquiror, (ii) any fraud, whether or not material, that involves ParentAcquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Acquiror or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Acquiror SEC Reports. To the knowledge of ParentAcquiror, none of the Parent Acquiror SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Switchback has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJuly 25, 2019, together with any amendments, restatements or supplements thereto (collectively, the “Parent Switchback SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, the Switchback SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Switchback 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 Parent SEC Report or Additional Parent Switchback SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Switchback SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Switchback as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). Switchback has no off-balance sheet arrangements that are not disclosed in the Switchback SEC Reports. (c) Except as and to the extent set forth in the Parent Switchback SEC Reports, Parent does not have neither Switchback nor Merger Sub has any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP), except for liabilities and obligations arising in the ordinary course of business of ParentSwitchback’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Switchback is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Switchback has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Switchback and other material information required to be disclosed by Parent Switchback in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Switchback’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSwitchback’s principal executive officer and principal financial officer to material information required to be included in ParentSwitchback’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Switchback maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Switchback maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. (fg) There are no outstanding loans or other extensions of credit made by Parent Switchback to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSwitchback, and Parent Switchback has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Switchback (including any employee thereof) norincluding, to the knowledge of ParentSwitchback, any of its employee thereof) nor Switchback’s independent auditors has identified or been made aware of (i) any material weakness or significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSwitchback, (ii) any fraud, whether or not material, fraud that involves ParentSwitchback’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Switchback or (iii) as of the date hereof, any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent Switchback SEC Reports. To the knowledge of ParentSwitchback, none of the Parent Switchback SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Kensington has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJune 25, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent Kensington SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent . Kensington has prior to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore 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 Parent Kensington with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Kensington with the SEC and are currently then in effect. As of their respective dates, the Kensington SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent Kensington has filed with the SEC on a timely basis all documents required with respect to Parent Kensington by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Kensington SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Kensington as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Kensington has no off-balance sheet arrangements that are not disclosed in the Kensington SEC Reports. No financial statements other than those of Kensington are required by GAAP to be included in the consolidated financial statements of Kensington. (c) Except as and to the extent set forth in the Parent Kensington SEC Reports, Parent does not have neither Kensington nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentKensington’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Kensington is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the The New York Stock Exchange. (e) Parent Kensington has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Kensington and other material information required to be disclosed by Parent Kensington in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Kensington’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentKensington’s principal executive officer and principal financial officer to material information required to be included in ParentKensington’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Kensington maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Kensington maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Kensington has prior to the date of this Agreement delivered to the Company (with respect to disclosure made on or prior to the date of this Agreement) and shall have promptly furnished to the Company (with respect to disclosure made after the date of this Agreement) a true, complete and correct copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Kensington to Kensington’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Kensington to record, process, summarize and report financial data. Kensington has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Kensington. Since June 25, 2020, there have been no material changes in Kensington’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Kensington to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent Kensington. Kensington has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Kensington (including any employee thereof) nor, to the knowledge of Parent, any of its nor Kensington’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentKensington, (ii) any fraud, whether or not material, that involves ParentKensington’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Kensington or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent Kensington SEC Reports. To the knowledge of ParentKensington, none of the Parent Kensington SEC Reports filed on or prior to the date hereof of this Agreement is subject to ongoing SEC review or investigation as of the date hereofof this Agreement. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationMay 31, 2019, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance (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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. (c) Except as and to the extent set forth in the Parent SEC Reports, Parent does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNASDAQ. (ed) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and its principal financial officer as appropriate to material information allow timely decisions regarding required disclosure and to be included in Parent’s periodic reports make the certifications required under pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act. Since February 11, 2021, . (e) Parent has established and maintained a system maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent , including policies and procedures designed to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of provide reasonable assurance: (i) any significant deficiency or that Parent maintains records that in reasonable detail accurately and fairly reflect, in all material weakness in the system respects, its transactions and dispositions of internal accounting controls utilized by Parent, assets; (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in transactions are recorded as necessary to permit the preparation of financial statements or the internal accounting controls utilized by Parent or in conformity with GAAP; (iii) any claim that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or allegation regarding any timely detection of the foregoingunauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. (hf) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 24, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, as of their respective filing dates, (i) or, if amended, as of the date of such amendment was filed, the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, Act of 2002 and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the 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 thereunderAct. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (iif amended, as so amended) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. (c) Except as and to the extent set forth in the Parent SEC Reports, Parent does not have neither Parent, First Merger Sub, nor Second Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent’s, First Merger Sub’s and Second Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the individuals responsible for the preparation of Parent’s filing with principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Except as disclosed in the Parent SEC and the other public disclosure documents. Such Reports, such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, . (f) Parent has established and maintained a system maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent to Parent’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Parent to record, process, summarize and report financial data. Parent has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Parent. Except as set forth on Parent Disclosure Schedule Section 5.07(f), since February 24, 2021, there have been no material changes in Parent internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, Parent and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Except as disclosed in the Parent SEC Reports, neither Parent (including any employee thereof) nor, to the knowledge of nor Parent, any of its ’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits and schedules thereto, required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since formationOctober 22, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished made available to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, and as of the date of any amendment or filing that superseded the initial filing, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders shareholder equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated thereintherein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent SPAC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities (A) liabilities, debts and obligations arising that have arisen since the date of the most recent balance sheet included in the ordinary course of business of Parentfinancial statements (including, in each case, any notes thereto) contained in the SPAC SEC Reports in the Ordinary Course; (B) liabilities, debts and obligations incurred in connection with the Transactions; and (C) liabilities for fees and expenses incurred in connection with the Transactions. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure ScheduleSince its initial public offering, Parent is in compliance SPAC has complied in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since October 22, 2021, there have been no material changes in SPAC’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Spartan has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationAugust 9, 2018, together with any amendments, restatements or supplements thereto (collectively, the “Parent Spartan SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Spartan has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Spartan with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Spartan with the SEC and are currently in effect. As of their respective dates, the Spartan SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Spartan 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 Parent SEC Report or Additional Parent Spartan SEC Report. Each director and executive officer of Parent Spartan has filed with the SEC on a timely basis all documents required with respect to Parent Spartan by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Spartan SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Spartan as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). Spartan has no off-balance sheet arrangements that are not disclosed in the Spartan SEC Reports. No financial statements other than those of Spartan are required by GAAP to be included in the consolidated financial statements of Spartan. (c) Except as and to the extent set forth in the Parent Spartan SEC Reports, Parent does not have neither Spartan nor Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSpartan’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Spartan is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Spartan has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Spartan and other material information required to be disclosed by Parent Spartan in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Spartan’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSpartan’s principal executive officer and principal financial officer to material information required to be included in ParentSpartan’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Spartan maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Spartan maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Spartan has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Spartan to Spartan’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Spartan to record, process, summarize and report financial data. Spartan has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Spartan. Since March 31, 2020, there have been no material changes in Spartan’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Spartan to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSpartan, and Parent Spartan has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Spartan (including any employee thereof) nor, to the knowledge of Parent, any of its nor Spartan’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSpartan, (ii) any fraud, whether or not material, that involves ParentSpartan’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Spartan or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Spartan SEC Reports. To the knowledge of ParentSpartan, none of the Parent Spartan SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Pace has timely filed or furnished all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with the SEC since formationApril 8, 2021, pursuant to the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto (collectively, the “Parent Pace SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Pace has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed or furnished by Parent Pace with the SEC to all agreements, documents and other instruments that previously had been filed or furnished by Parent Pace with the SEC and are currently in effect. As of their respective dates, the Pace SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Pace 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 Parent SEC Report or Additional Parent Pace SEC Report. Each director and executive officer of Parent Pace has filed with the SEC on a timely basis all documents required with respect to Parent Pace by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Pace SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); ) and each (i) fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Pace as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that have not had, and would not reasonably be expected to individually or in the aggregate be material) and (ii) complied or will comply, as applicable, comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates date thereof; . Pace has no off-balance sheet arrangements that are not disclosed in the Pace SEC Reports. No financial statements other than those of Pace are required by GAAP to be included in the consolidated financial statements of Pace. The books and (iii) fairly presents or will fairly presentrecords of Pace have been, and are being, maintained in all material respects, the financial position, results of operations, changes respects in stockholders equity accordance with GAAP and cash flows of Parent as at the respective dates thereof any other applicable legal and for the respective periods indicated thereinaccounting requirements. (c) Except as and to the extent set forth in the Parent Pace SEC Reports, Parent does not have neither Pace nor any Blocker Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of Pace’s and such Blocker Merger Sub’s business since the date of Parentthe last Pace SEC Report. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Pace is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Pace has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Pace and other material information required to be disclosed by Parent Pace in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Pace’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentPace’s principal executive officer and principal financial officer to material information required to be included in ParentPace’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Pace maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Pace maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Pace has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Pace to Pace’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Pace to record, process, summarize and report financial data. Pace has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Pace. Since April 8, 2021, there have been no material changes in Pace’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Pace to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentPace, and Parent Pace has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its Pace nor Pace’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentPace, (ii) any fraud, whether or not material, that involves ParentPace’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Pace or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding or unresolved SEC comments from the SEC with respect to the Parent Pace SEC Reports. To the knowledge of ParentPace, none of the Parent Pace SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 4, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent has filed SPAC is in material compliance with the SEC on a timely basis all documents required with respect to Parent by filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC nor Merger Sub has any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gf) Neither Parent SPAC (including any employee thereof) norincluding, to the knowledge of ParentSPAC, any of its employee thereof) nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, fraud that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iiiii) as of the date hereof, any claim or allegation regarding any of the foregoing. (hg) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (ih) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due anything to the SEC Guidance result contrary in a breach of any this Section 5.07, no representation or warranty by Parentis made in this Agreement as to the accounting treatment of the SPAC Warrants.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a3.6(a) of the Parent Disclosure Schedule, Parent the Company has timely filed with the SEC all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it with the SEC since formationJanuary 1, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to 2003 under the Exchange Act or the Securities Act. Parent has heretofore furnished , including all such documents filed after the date hereof and prior to the Effective Time (as such documents have been amended since the time of their filing and all documents incorporated by reference therein, collectively, the “Company true and correct copies SEC Documents”). None of all amendments and modifications that have not been filed by Parent the Company’s Subsidiaries is required to file any form, report, schedule, statement or other document with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effectSEC. As of their respective dates, (i) dates and if amended prior to the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amendeddate hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not, and all documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 and (ii) complied, and all documents filed by the case of any other Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed Company with the SEC on a timely basis under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will comply, in all documents required material respects with respect to Parent by Section 16(a) the applicable requirements 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 3.6, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) Each of the financial statements (including, including in each case, any related notes thereto) ), contained or reflected in the Parent Company SEC Reports or Additional Parent SEC Reports Documents, including the earnings and financial information reported in the press release to be issued by the Company on February 8, 2006 (the “Financial Statements”) (i) was was, and all financial statements contained or reflected in documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will be be, prepared from the books and records of the Company and its Subsidiaries; (ii) was, and all financial statements contained or reflected in documents filed by the Company with the SEC under the Exchange Act or the Securities Act between the date of this Agreement and the Closing Date will be, prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, basis throughout the periods indicated involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited financial statements, except that such unaudited statements do not contain footnotes as permitted by Form 10-Q of under the SECExchange Act); (iiiii) complied or will comply, as applicable, in all material respects with the all applicable accounting requirements and with the published rules and regulations of the SECSEC with respect thereto as in effect on the date of filing; (iv) except with respect to the unaudited financial statements contained in the Company SEC Documents filed on Form 10-Q under the Exchange Act, was accompanied by unqualified reports from the independent auditor opining on the same as to the financial statements contained therein; and (v) fairly presents, and all financial statements contained or reflected in documents filed by the Company with the SEC under the Exchange Act and or the Securities Act in effect as between the date of this Agreement and the respective dates thereof; and (iii) fairly presents or Closing Date will fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of their respective dates and the consolidated results of operations, changes in stockholders equity their respective operations and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein, except that the unaudited interim financial statements were or will be subject to normal year end audit adjustments which were not and will not be expected to be material in the aggregate. (c) Except as The Company and to the extent set forth in the Parent SEC Reportseach of its Subsidiaries, Parent does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities officers and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is directors are in compliance with, and have complied, in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx”) and the related rules and regulations promulgated under such act and the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Exchange. Market. The Company has (ei) Parent has established and maintains implemented disclosure controls and procedures (as defined in Rule 13a-15 13a-15(e) under the Exchange Act). Such disclosure controls and procedures are reasonably designed ) to ensure that material information relating to Parent the Company and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act its Subsidiaries is made known on a timely basis to the individuals responsible for management of the preparation Company by others within such entities, and (ii) disclosed, based on its most recent evaluation, to the Company’s outside auditors, the audit committee of Parent’s filing with the SEC Company Board, and Parent (A) all significant deficiencies and material weaknesses in the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system design or operation of internal controls control over financial reporting (as defined in Rule 13a-15 13a-15(f) under the Exchange Act) designed that are reasonably likely to provide reasonable assurance regarding materially affect the reliability of ParentCompany’s ability to record, process, summarize and report financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parentdata, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (iiB) any fraud, whether or not material, known to management that involves Parent’s management or other employees who who, in each case, have a significant role in the preparation Company’s internal control over financial reporting. Since December 31, 2004, there have been no material changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls, or any significant deficiencies or material weaknesses in such internal controls. The Company has conducted its business in accordance with the terms of financial statements or the its internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any and procedures and has otherwise operated in compliance with the requirements under Rules 13a-15 and 15d-15 of the foregoingExchange Act. The Company has made available to Parent complete and correct copies of all written policies, manuals and other documents promulgating such internal accounting controls. (hd) As None of the date hereofCompany, there are no outstanding comments from the SEC with respect its Subsidiaries nor, to the Parent SEC Reports. To Knowledge of the Company and its Subsidiaries, any of their respective auditors, accountants or representatives have received or otherwise had or obtained knowledge of Parentany material complaint, none allegation, assertion or claim, whether written or, to the Knowledge of the Parent SEC Reports filed on Company and its Subsidiaries, oral, regarding the accounting or prior to the date hereof is subject to ongoing SEC review auditing practices, procedures, methodologies or investigation as methods of the date hereofCompany or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationSeptember 29, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true true, correct and correct complete copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material to SPAC). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have neither SPAC nor SPAC Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s and SPAC Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true, correct and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since September 30, 2020, there have been no material changes in SPAC’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC, or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Xxxx has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formationOctober 6, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent Pace SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent Pace has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Pace with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Pace with the SEC and are currently in effect. As of their respective dates, the Pace SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent Pace 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 Parent SEC Report or Additional Parent Pace SEC Report. Each director and executive officer of Parent Pace has filed with the SEC on a timely basis all documents required with respect to Parent Pace by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Pace SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Pace as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that have not had, and would not reasonably be expected to individually or in the aggregate be material). Pace has no off-balance sheet arrangements that are not disclosed in the Pace SEC Reports. No financial statements other than those of Pace are required by GAAP to be included in the consolidated financial statements of Pace. (c) Except as and to the extent set forth in the Parent Pace SEC Reports, Parent does not have neither Pace nor any Merger Sub has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of Pace’s and such Merger Sub’s business since the date of Parentthe last Pace SEC Report. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Pace is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent Pace has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Pace and other material information required to be disclosed by Parent Pace in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Pace’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentPace’s principal executive officer and principal financial officer to material information required to be included in ParentPace’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Pace maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Pace maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Pace has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Pace to Pace’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of Pace to record, process, summarize and report financial data. Pace has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of Pace. Since September 30, 2020, there have been no material changes in Pace’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent Pace to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentPace, and Parent Pace has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its Pace nor Pace’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentPace, (ii) any fraud, whether or not material, that involves ParentPace’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Pace or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Pace SEC Reports. To the knowledge of ParentPace, none of the Parent Pace SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formation, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein. (c) Except as and to the extent set forth in the Parent SEC Reports, Parent does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 1117, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Parent, or (iii) any claim or allegation regarding any of the foregoing. (h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationJanuary 1, 2022, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent has filed SPAC is in material compliance with the SEC on a timely basis all documents required with respect to Parent by filing requirements of Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SEC ReportsNeither SPAC, Parent does not have Holdings nor Merger Sub has any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s, Holdings’ and Merger Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP. (f) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent, (ii) any fraud, whether or not material, that involves Parent’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (hf) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (ig) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due anything to the SEC Guidance result contrary in a breach of any this Section 5.07, no representation or warranty by Parentis made in this Agreement as to the accounting treatment of the SPAC Warrants.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent FRSG has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent FRSG SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent FRSG has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent FRSG with the SEC to all agreements, documents and other instruments that previously had been filed by Parent FRSG with the SEC and are currently in effect. As of their respective dates, the FRSG SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent FRSG 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 Parent SEC Report or Additional Parent FRSG SEC Report. Each director and executive officer of Parent FRSG has filed with the SEC on a timely basis all documents required with respect to Parent FRSG by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent FRSG SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US U.S. GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent FRSG as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). FRSG has no off-balance sheet arrangements that are not disclosed in the FRSG SEC Reports. No financial statements other than those of FRSG are required by U.S. GAAP to be included in the consolidated financial statements of FRSG. (c) Except as and to the extent set forth in the Parent FRSG SEC Reports, Parent does not have any FRSG has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US U.S. GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentFRSG’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent FRSG is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNASDAQ. (e) Parent FRSG has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent FRSG and other material information required to be disclosed by Parent FRSG in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to FRSG’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentFRSG’s principal executive officer and principal financial officer to material information required to be included in ParentFRSG’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) FRSG maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US U.S. GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that FRSG maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with U.S. GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. FRSG has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of FRSG to FRSG’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of FRSG to record, process, summarize and report financial data. FRSG has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of FRSG. Since March 31, 2020, there have been no material changes in FRSG’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent FRSG to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentFRSG, and Parent FRSG has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent FRSG (including any employee thereof) nor, to the knowledge of Parent, any of its nor FRSG’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentFRSG, (ii) any fraud, whether or not material, that involves ParentFRSG’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent FRSG or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent FRSG SEC Reports. To the knowledge of ParentFRSG, none of the Parent FRSG SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationFebruary 3, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished made available to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC ReportsReports or Section 5.07 of the SPAC Disclosure Schedule, Parent SPAC does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for (A) liabilities and obligations arising incurred in the ordinary course of business of Parentsubsequent to February 8, 2021; (B) liabilities for fees and expenses incurred in connection with the transactions contemplated by this Agreement. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since February 8, 2021, there have been no material changes in SPAC’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent Acquiror has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formationDecember 2, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Acquiror SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective filing dates, the Acquiror SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent Acquiror SEC Report. Each director and executive officer of Parent has filed with the 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Acquiror SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Acquiror as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material). Acquiror has no off-balance sheet arrangements that are not disclosed in the Acquiror SEC Reports. (c) Except as and to the extent set forth in the Parent Acquiror SEC Reports, Parent does not have neither Acquiror nor Merger Sub has any material liability or obligation of a any nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP), except for liabilities and obligations arising in the ordinary course of business of ParentAcquiror’s and Xxxxxx Sub’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent Acquiror is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq. (e) Parent Acquiror has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent Acquiror and other material information required to be disclosed by Parent Acquiror in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Acquiror’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentXxxxxxxx’s principal executive officer and principal financial officer to material information required to be included in ParentAcquiror’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) Acquiror maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Acquiror maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. (fg) There are no outstanding loans or other extensions of credit made by Parent Acquiror to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentAcquiror, and Parent Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent Acquiror (including any employee thereof) norincluding, to the knowledge of ParentAcquiror, any of its employee thereof) nor Acquiror’s independent auditors has identified or been made aware of (i) any material weakness or significant deficiency or material weakness in the system of internal accounting controls utilized by ParentAcquiror, (ii) any fraud, whether or not material, fraud that involves ParentAcquiror’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent Acquiror or (iii) as of the date hereof, any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent Acquiror SEC Reports. To the knowledge of ParentAcquiror, none of the Parent Acquiror SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationOctober 18, 2019, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance 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 Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have any SPAC has no liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations arising in the ordinary course of business of ParentSPAC’s business. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Stock ExchangeNasdaq Capital Market. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since September 30, 2020, there have been no material changes in SPAC internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent SPAC. SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.07(a) of the Parent Disclosure Schedule, Parent SPAC has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC Securities and Exchange Commission (the “SEC”) since formationOctober 6, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent SPAC with the SEC and are currently in effect. As of their respective dates, the SPAC SEC Reports (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder thereunder, and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports 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 Parent SEC Report or Additional Parent 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 Parent SEC Report or Additional Parent SPAC SEC Report. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) each fairly presents or will fairly presentpresents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent SPAC as at the respective dates thereof and for the respective periods indicated therein, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be material). SPAC has no off-balance sheet arrangements that are not disclosed in the SPAC SEC Reports. No financial statements other than those of SPAC are required by GAAP to be included in the consolidated financial statements of SPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC Reports, Parent does not have none of SPAC, Dutch Holdco or New SPAC has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for (A) liabilities and obligations arising incurred in the ordinary course of business of Parentsubsequent to September 30, 2020; (B) liabilities for fees and expenses incurred in connection with the transactions contemplated by this Agreement. (d) Except as set forth on Schedule 5.07(d) of the Parent Disclosure Schedule, Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. (e) Parent SPAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that material information relating to Parent SPAC and other material information required to be disclosed by Parent SPAC in the reports and other documents that it files or furnishes under the Exchange Act is made known on a recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely basis decisions regarding required disclosure and to make the individuals responsible for certifications required pursuant to Sections 302 and 906 of the preparation of Parent’s filing with the SEC and the other public disclosure documentsXxxxxxxx-Xxxxx Act. Such disclosure controls and procedures are effective in timely alerting ParentSPAC’s principal executive officer and principal financial officer to material information required to be included in ParentSPAC’s periodic reports required under the Exchange Act. Since February 11, 2021, Parent has established and maintained a system . (f) SPAC maintains systems of internal controls control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed that are sufficient to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that SPAC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of SPAC to SPAC’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of SPAC to record, process, summarize and report financial data. SPAC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of SPAC. Since March 31, 2020, there have been no material changes in SPAC’s internal control over financial reporting. (fg) There are no outstanding loans or other extensions of credit made by Parent SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of ParentSPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (gh) Neither Parent SPAC (including any employee thereof) nor, to the knowledge of Parent, any of its nor SPAC’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentSPAC, (ii) any fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent SPAC or (iii) any claim or allegation regarding any of the foregoing. (hi) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC Reports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.