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

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Documents”). 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, or, if amended, as of the date of such amendment was filed, the Parent SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SEC Documents (if amended, as so amended) was prepared in accordance with 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 fairly presents, 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 Documents. 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 Documents, neither Parent, Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of Parent’s business. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (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 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 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 Parent’s 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 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. (f) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent (including any employee thereof) nor Parent’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 significant role in the internal control over financial reporting of Parent or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”), together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC DocumentsReports”). 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 filing dates, or, if amended, as of the date of such amendment was filed, the Parent SPAC SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case, as in effect at the time they were filed, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent SPAC has filed with the SEC on a timely basis all documents required with respect to Parent their SPAC Equity Securities by Section 16(a) of the Exchange ActAct 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 Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, 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). Parent SPAC has no off-balance sheet arrangements that are not disclosed in the Parent SPAC SEC DocumentsReports. No financial statements other than those of Parent SPAC are required by GAAP to be included in the consolidated financial statements of ParentSPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC DocumentsReports, neither Parent, Merger Sub, nor has 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentSPAC’s business. (d) Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe 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 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 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 ParentSPAC’s 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 Documents, such 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. (f) Parent SPAC maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent 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. Parent SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent SPAC to ParentSPAC’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent SPAC to record, process, summarize and report financial data. Parent 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 Parent. Since December 31SPAC, 2022, and there have been no material changes in Parent’s SPAC internal control over financial reporting. (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent Neither SPAC (including any employee thereof) nor ParentSPAC’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 significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC DocumentsReports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent BCAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent BCAC SEC DocumentsReports”). Parent BCAC has heretofore furnished made available to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by Parent BCAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent BCAC with the SEC and are currently then in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent BCAC SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent BCAC has filed with the SEC on a timely basis all documents required with respect to Parent BCAC by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent BCAC SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent BCAC 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 BCAC has no off-balance sheet arrangements that are not disclosed in the Parent BCAC SEC DocumentsReports. No financial statements other than those of Parent BCAC are required by GAAP to be included in the consolidated financial statements of ParentBCAC. (c) Except as and to the extent set forth in the Parent BCAC SEC DocumentsReports, neither Parent, BCAC nor Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentBCAC’s and Xxxxxx Sub’s business. (d) Parent BCAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe Stock Exchange. (e) Parent BCAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent BCAC and other material information required to be disclosed by Parent BCAC in the reports and other documents that it files or furnishes under the Exchange Act is 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 ParentBCAC’s 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 Documents, such Such disclosure controls and procedures are effective in timely alerting ParentBCAC’s principal executive officer and principal financial officer to material information required to be included in ParentBCAC’s periodic reports required under the Exchange Act. (f) Parent BCAC maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent BCAC 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 BCAC has delivered prior to the date hereof made available 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 and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent BCAC to ParentBCAC’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent BCAC to record, process, summarize and report financial data. Parent BCAC 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 ParentBCAC. Since December 31January 28, 20222021, there have been no material changes in Parent’s BCAC internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by Parent BCAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and Parent BCAC. BCAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in the Parent SEC Documents, neither Parent Neither BCAC (including any employee thereof) nor ParentBCAC’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 ParentBCAC, (ii) any fraud, whether or not material, that involves ParentBCAC’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by BCAC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent BCAC SEC DocumentsReports. To the knowledge of ParentBCAC, none of the Parent BCAC SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent Kcompany has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SECSEC since August 12, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Kcompany SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent Kcompany SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent Xxxxxxxx has filed with the SEC on a timely basis all documents required with respect to Parent Kcompany by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Kcompany SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent Kcompany 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 Kcompany has no off-balance sheet arrangements that are not disclosed in the Parent Kcompany SEC DocumentsReports. No financial statements other than those of Parent Kcompany are required by GAAP to be included in the consolidated financial statements of ParentKcompany. (c) Except as and to the extent set forth in the Parent Kcompany SEC DocumentsReports, neither Parent, Merger Sub, nor Kcompany has any 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentKcompany’s business. (d) Parent Kcompany is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe New York Stock Exchange (“NYSE”). (e) Parent Kcompany has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent Kcompany and other material information required to be disclosed by Parent Kcompany in the reports and other documents that it files or furnishes under the Exchange Act is 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 ParentKcompany’s 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 Documents, such 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 ParentKcompany’s periodic reports required under the Exchange Act. (f) Parent Kcompany maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent Kcompany 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 Kcompany 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 true, complete and complete correct copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent Kcompany to ParentKcompany’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent Kcompany to record, process, summarize and report financial data. Parent Kcompany 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 ParentKcompany. Since December 31, 2022the date of the latest audited financial statements included in the Kcompany SEC Reports, there have been no material changes in ParentKcompany’s internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by Parent Kcompany to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and Parent Kcompany. Kcompany has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in the Parent SEC Documents, neither Parent Neither Kcompany (including any employee thereof) nor ParentKcompany’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 ParentKcompany, (ii) any fraud, whether or not material, that involves ParentKcompany’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by Kcompany or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent Kcompany SEC DocumentsReports. To the knowledge of ParentKcompany, none of the Parent Kcompany SEC Documents 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.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent NGA has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since its incorporation, together with any amendments, restatements or supplements thereto (collectively, the “Parent NGA SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent NGA SEC Documents Reports (i) 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, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading, in the case of any NGA 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. Each director and executive officer , in the case of Parent has filed with the any other NGA SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange ActReport. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent NGA SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent NGA 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 which, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to individually or in the aggregate be be, material). Parent NGA has no off-balance sheet arrangements that are not disclosed in the Parent NGA SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of ParentReports. (c) Except as and to the extent set forth in the Parent NGA SEC DocumentsReports (including NGA’s consolidated balance sheet for the quarterly period ended September 30, neither Parent2020 and the notes thereto), Merger Sub, nor has NGA or its Subsidiaries do not have any 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 GAAP, except for (i) liabilities and obligations arising incurred in the ordinary course of ParentNGA’s businessbusiness since September 30, 2020, (ii) obligations for future performance under any contracts to which NGA is a party, and (iii) liabilities for transaction expenses in connection with this Agreement, the Transactions, the Subscription Agreements and the Private Placements. (d) Parent NGA is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe New York Stock Exchange. (e) Parent NGA has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent NGA and other material information required to be disclosed by Parent NGA in the reports and other documents that it files or furnishes under the Exchange Act is 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 ParentNGA’s 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 Documents, such Such disclosure controls and procedures are effective in timely alerting ParentNGA’s principal executive officer and principal financial officer to material information required to be included in ParentNGA’s periodic reports required under the Exchange Act. (f) Parent NGA maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent NGA 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by Parent NGA to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent NGA, and Parent NGA has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in Neither NGA (including, to the Parent SEC Documentsknowledge of NGA, neither Parent (including any employee thereof) nor ParentNGA’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 ParentNGA, (ii) any fraud, whether or not material, fraud that involves ParentNGA’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by NGA or (iii) as of the date hereof, any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent NGA SEC DocumentsReports. To the knowledge of ParentNGA, none of the Parent NGA SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent The Company has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since December 15, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent Company SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent Company SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Parent Company SEC Documents (if amended, as so amended) Reports was prepared in accordance with GAAP IFRS (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 1020-Q F of the SEC) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent the Group Companies on a consolidated basis 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 No Group Company has no any off-balance sheet arrangements that are not disclosed in the Parent Company SEC DocumentsReports. No financial statements other than those of Parent the Group Companies are required by GAAP IFRS to be included in the consolidated financial statements of Parentthe Company. (c) Except as and to the extent set forth in the Parent Company SEC DocumentsReports, neither Parent, Merger Sub, nor no Group Company 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 GAAPIFRS, except for liabilities and obligations arising in the ordinary course of Parent’s the Group Companies’ business. (d) Parent The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent Each Group Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent such Group Company and other material information required to be disclosed by Parent the Company in the reports and other documents that it files or furnishes under the Exchange Act is 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 Parentthe Company’s 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 Documents, such Such disclosure controls and procedures are effective in timely alerting Parentthe Company’s principal executive officer and principal financial officer to material information required to be included in Parentthe Company’s periodic reports required under the Exchange Act. (f) Parent Each Group Company maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPIFRS, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent such Group Company 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 GAAPIFRS; (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 The Company has prior to the date of this Agreement delivered to Kcompany (with respect to disclosure made on or prior to the Company date of this Agreement) and shall have promptly furnished to Kcompany (with respect to disclosure made after the date of this Agreement) a true true, complete and complete correct copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent a Group Company to Parentsuch Group Company’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent such Group Company to record, process, summarize and report financial data. Parent The Company 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 Parenta Group Company. Since December 31, 2022the date of the latest audited financial statements included in the Company SEC Reports, there have been no material changes in Parent’s the Group Companies’ internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by Parent a Group Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and Parent a Group Company. No Group Company has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in the Parent SEC Documents, neither Parent No Group Company (including any employee thereof) nor Parentany Group Company’s independent auditors auditor has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parentany Group Company, (ii) any fraud, whether or not material, that involves Parentany Group Company’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by such Group Company or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereofof this Agreement, there are no outstanding SEC comments from the SEC with respect to the Parent Company SEC DocumentsReports. To the knowledge of Parentthe Company, none of the Parent Company SEC Documents 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.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since May 4, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC DocumentsReports”). 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 filing dates, or, if amended, as of the date of such amendment was filed, the Parent SPAC SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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 ActAct 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 Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, 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). Parent SPAC has no off-balance sheet arrangements that are not disclosed in the Parent SPAC SEC DocumentsReports. No financial statements other than those of Parent SPAC are required by GAAP to be included in the consolidated financial statements of ParentSPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC DocumentsReports, neither Parent, SPAC nor Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentSPAC’s and Merger Sub’s business. (d) Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (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 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 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 ParentSPAC’s 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 Documents, such 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. (f) Parent SPAC maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent 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 directorsthe SPAC Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. Parent SPAC has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative Representative of Parent SPAC to ParentSPAC’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent SPAC to record, process, summarize and report financial data. Parent 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 ParentSPAC. Since December 31May 4, 20222021, there have been no material changes in Parent’s SPAC internal control over financial reporting. (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent Neither SPAC (including any employee thereof) nor ParentSPAC’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 significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC DocumentsReports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent SPAC has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) prior to the date of this Agreement since the IPO, together with any amendments, restatements or supplements thereto (collectively, together with any exhibits and schedules thereto, the “Parent SPAC SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent SPAC SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct of 2002, as amended (“SOX”), and the rules and regulations in each case promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any 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 made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer , in the case of Parent has filed with the any other SPAC SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange ActReport. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly 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, 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 materialmaterial to SPAC). Parent SPAC has no off-balance sheet arrangements that are not disclosed in the Parent SPAC SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of ParentReports. (c) Except as and to is not required in reliance on exemptions by virtue of SPAC’s status as an “emerging growth company” or “smaller reporting company” under the extent set forth in the Parent SEC DocumentsSecurities Act, neither ParentJOBS Act or Exchange Act, Merger Subas applicable, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of Parent’s business. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent has established maintained and maintains disclosure controls and procedures (as defined in required by Rules 13a-15 or Rule 13a-15 15d-15 under the Exchange Act). Such disclosure ; such controls and procedures are reasonably designed to ensure that all material information relating to Parent concerning 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 recorded, processed, summarized made known on a timely basis to the individuals responsible for the preparation of SPAC’s SEC filings 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 Parent’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required other public disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Actdocuments. Except as disclosed in the Parent SEC Documents, such 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. (f) Parent maintains . SPAC has established and maintained a system of internal control controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC’s financial statements for external purposes in accordance with GAAP, including policies GAAP and procedures sufficient to provide reasonable assurance: (i) that Parent maintains records that there have been no significant deficiencies or material weakness 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 ParentSPAC’s independent auditors relating to any material weaknesses in its internal control over financial reporting (whether or not remediated) and any significant deficiencies no change in the design or operation of internal SPAC’s control over financial reporting that would adversely has materially affected, or is reasonably likely to materially 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 December 31, 2022, there have been no material changes in ParentSPAC’s internal control over financial reporting. (gd) Except for any Affiliate Loan, and as and to the extent expressly set forth in the SPAC SEC Reports, neither SPAC nor OpCo (i) has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations arising in the ordinary course of SPAC’s and OpCo’s business since December 31, 2022, and (ii) has any Indebtedness for borrowed money. (e) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. To the knowledge of SPAC, none of the SPAC SEC Reports are subject to ongoing SEC review or investigation as of the date hereof. (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 Parent and Parent SPAC. SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx ActSOX. (hg) Except as disclosed in the Parent SEC Documents, neither Parent Neither SPAC (including any employee thereof) nor ParentSPAC’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 actual fraud, whether or not material, that involves ParentSPAC’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by SPAC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Documents”). 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, oreach report, if amended, as of statement and other filing filed with the date of such amendment was filedSEC by Buyer (collectively, the Parent “Buyer SEC Documents (iDocuments”) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actas applicable, and (ii) did not, at none of the time they were filed, or, if amended, Buyer SEC Documents as of the date of such amendment, contain their respective filing dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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. (b) Each of the The financial statements (includingof Buyer, in each case, any including the notes thereto) contained , included in the Parent most recent annual report on Form 10-K and each subsequent quarterly report on Form 10-Q, included in the Buyer SEC Documents (if amendedthe “Financial Statements”) (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto as of their respective dates, as so amended(ii) was have been prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, basis throughout the periods indicated and consistent with each other (except as may otherwise be indicated in the notes thereto or, in the case of unaudited financial statementsstatements included in quarterly reports on Form 10-Q, as permitted by Form 10-Q of under the SECExchange Act) and each (iii) present fairly presents, in all material respects, respects the consolidated financial position, position and results of operations, changes in stockholders equity operations and cash flows of Parent Buyer as at of the respective dates thereof dates, and for the respective periods periods, indicated therein, therein (subject, in the case of unaudited interim period financial 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 materialaudit adjustments). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. (ci) Except as Buyer has timely filed all certifications and statements required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 18 U.S.C. Section 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to the extent set forth in the Parent any Buyer SEC Documents, neither Parent, Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of Parent’s business. (dii) Parent is Buyer has in compliance in all material respects with place the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent has established and maintains “disclosure controls and procedures procedures” (as defined in Rule 13a-15 or Rule 15d-15 under the Exchange Act). Such disclosure ) required in order for the chief executive officer and chief financial officer of Buyer to engage in the review and evaluation process mandated by Section 302 of the Xxxxxxxx-Xxxxx Act of 2002; and such controls and procedures are reasonably designed to ensure that material information relating to Parent (both financial and other material information non-financial) concerning Buyer and its subsidiaries required to be disclosed by Parent Buyer in the reports and other documents that it files or furnishes submits under the Exchange Act is 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 ParentBuyer’s principal executive officer and its principal financial officer officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Buyer required pursuant to Sections by Section 302 and 906 of the Xxxxxxxx-Xxxxx ActAct of 2002 with respect to such reports. Except as disclosed in the Parent SEC Documents, such disclosure controls and procedures There 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. (f) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 no significant deficiencies 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 its internal control over financial reporting and any significant deficiencies in controls or the design or operation of internal control controls over financial reporting that would which are reasonably likely to adversely affect the Buyer’s ability of Parent to record, process, summarize and report financial data. Parent has no data controls and, to the 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 December 31, 2022, Buyer there have been no material changes in Parent’s internal control over financial reporting. (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent (including any employee thereof) nor Parent’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) occurred any fraud, whether or not material, that involves Parent’s management or other employees who have a significant role in the Buyer’s internal control over financial reporting of Parent or controls. (iii) any claim or allegation regarding Neither Buyer nor any of its subsidiaries nor, to the foregoingknowledge of Buyer, any director, officer, employee, auditor, accountant or representative of Buyer 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 accounting or auditing practices, procedures, methodologies or methods of Buyer or any of its subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Buyer or any of its subsidiaries has engaged in questionable accounting or auditing practices. (iiv) As of the date hereof, there There are no outstanding SEC comments loans made by Buyer or any of its subsidiaries to any executive officer or director of Buyer. (d) Buyer has not received notice from any stock exchange, market or trading facility on which the SEC with respect Buyer’s common stock is or has been listed to the Parent SEC Documents. To effect that Buyer is not in compliance with the knowledge of Parent, none of the Parent SEC Documents filed on listing or prior to the date hereof is subject to ongoing SEC review maintenance requirements or investigation as of the date hereofsuch exchange or market.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent BCAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 28, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent BCAC SEC DocumentsReports”). Parent BCAC has heretofore furnished made available to the Company (with respect to amendments or modifications made on or prior to the date of this Agreement) and shall have promptly made available to the Company (with respect to amendments or modifications after the date of this Agreement) true and correct copies of all amendments and modifications that have not been filed by Parent BCAC with the SEC to all agreements, documents and other instruments that previously had been filed by Parent BCAC with the SEC and are currently then in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent BCAC SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent BCAC has filed with the SEC on a timely basis all documents required with respect to Parent BCAC by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent BCAC SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent BCAC 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 BCAC has no off-balance sheet arrangements that are not disclosed in the Parent BCAC SEC DocumentsReports. No financial statements other than those of Parent BCAC are required by GAAP to be included in the consolidated financial statements of ParentBCAC. (c) Except as and to the extent set forth in the Parent BCAC SEC DocumentsReports, neither Parent, BCAC nor Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentBCAC’s and Merger Sub’s business. (d) Parent BCAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe Stock Exchange. (e) Parent BCAC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent BCAC and other material information required to be disclosed by Parent BCAC in the reports and other documents that it files or furnishes under the Exchange Act is 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 ParentBCAC’s 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 Documents, such Such disclosure controls and procedures are effective in timely alerting ParentBCAC’s principal executive officer and principal financial officer to material information required to be included in ParentBCAC’s periodic reports required under the Exchange Act. (f) Parent BCAC maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent BCAC 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 BCAC has delivered prior to the date hereof made available 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 and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent BCAC to ParentBCAC’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent BCAC to record, process, summarize and report financial data. Parent BCAC 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 ParentBCAC. Since December 31January 28, 20222021, there have been no material changes in Parent’s BCAC internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by Parent BCAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and Parent BCAC. BCAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in the Parent SEC Documents, neither Parent Neither BCAC (including any employee thereof) nor ParentBCAC’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 ParentBCAC, (ii) any fraud, whether or not material, that involves ParentBCAC’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by BCAC or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent BCAC SEC DocumentsReports. To the knowledge of ParentBCAC, none of the Parent BCAC SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent GigCapital2 has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since June 5, 2019, together with any amendments, restatements or supplements thereto (collectively, the “Parent GigCapital2 SEC DocumentsReports”). Parent GigCapital2 has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent GigCapital2 with the SEC to all agreements, documents and other instruments that previously had been filed by Parent GigCapital2 with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent GigCapital2 SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent GigCapital2 has filed with the SEC on a timely basis all documents required with respect to Parent GigCapital2 by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent GigCapital2 SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent GigCapital2 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 GigCapital2 has no off-balance sheet arrangements that are not disclosed in the Parent GigCapital2 SEC DocumentsReports. No financial statements other than those of Parent GigCapital2 are required by GAAP to be included in the consolidated financial statements of ParentGigCapital2. (c) Except as and to the extent set forth in the Parent GigCapital2 SEC DocumentsReports, neither Parent, GigCapital2 nor Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentGigCapital2’s and Merger Sub’s business. (d) Parent GigCapital2 is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe New York Stock Exchange. (e) Parent GigCapital2 has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent GigCapital2 and other material information required to be disclosed by Parent GigCapital2 in the reports and other documents that it files or furnishes under the Exchange Act is 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 ParentGigCapital2’s 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 Documents, such Such disclosure controls and procedures are effective in timely alerting ParentGigCapital2’s principal executive officer and principal financial officer to material information required to be included in ParentGigCapital2’s periodic reports required under the Exchange Act. (f) Parent GigCapital2 maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent GigCapital2 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 GigCapital2 has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent GigCapital2 to ParentGigCapital2’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent GigCapital2 to record, process, summarize and report financial data. Parent GigCapital2 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 ParentGigCapital2. Since December 31June 5, 20222019, there have been no material changes in Parent’s GigCapital2 internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by Parent GigCapital2 to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and Parent GigCapital2. GigCapital2 has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in the Parent SEC Documents, neither Parent Neither GigCapital2 (including any employee thereof) nor ParentGigCapital2’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 ParentGigCapital2, (ii) any fraud, whether or not material, that involves ParentGigCapital2’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by GigCapital2 or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent GigCapital2 SEC DocumentsReports. To the knowledge of ParentGigCapital2, none of the Parent GigCapital2 SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Except as set forth on Section 5.7(a) of the Parent Disclosure Schedule, Parent has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since November 23, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent SEC Documents Reports (i) 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, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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 ActAct 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 Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, 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 materialadjustments). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC DocumentsReports. 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 DocumentsReports, neither Parent, Merger Sub, nor Parent has any 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 GAAP, except for liabilities and obligations arising in the ordinary course of Parent’s business. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NasdaqNasdaq 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 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 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 Parent’s 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 Documents, such 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. (f) Parent maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting 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 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, 20222019, there have been no material changes in Parent’s Parent internal control over financial reporting. (g) 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. Parent has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in the Parent SEC Documents, neither Neither Parent (including any employee thereof) nor Parent’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 significant role in the preparation of financial statements or the internal control over financial reporting of accounting controls utilized by Parent or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC DocumentsReports. To the knowledge of Parent, none of the Parent SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent GF has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SECSEC since July 8, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent GF SEC DocumentsReports”). Parent GF has heretofore hereto furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent GF with the SEC to all agreements, documents and other instruments that previously had been filed by Parent GF with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent GF SEC Documents Reports (i) 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, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any GF 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. Each director and executive officer , in the case of Parent has filed with the any other GF SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange ActReport. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent GF SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent GF 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 which, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to individually or in the aggregate be be, material). Parent GF has no off-balance sheet arrangements that are not disclosed in the Parent GF SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of ParentReports. (c) Except as and to the extent set forth in the Parent SEC Documents, neither Parent, Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of Parent’s business. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent GF has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 13a-15(e) under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent GF and other material information required to be disclosed by Parent GF in the reports and other documents that it files or furnishes under the Exchange Act is 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 ParentGF’s 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 Documents, such Such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established, including timely alerting ParentGF’s principal executive officer and principal financial officer to material information required to be included in ParentGF’s periodic reports required under the Exchange Act. (fd) Parent GF has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that controls. Such internal controls are sufficient to provide reasonable assurance regarding the reliability of GF’s financial reporting and the preparation of GF financial statements for external purposes in accordance with GAAP. (e) Except as and to the extent set forth in the GF SEC Reports, including policies GF does not have any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise), except for Liabilities and procedures sufficient to provide reasonable assurance: obligations arising in the ordinary course of GF’s business. (if) that Parent maintains records that GF is in reasonable detail accurately and fairly reflect, compliance in all material respects, its transactions respects with the applicable listing and dispositions corporate governance rules and regulations 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reportingNew York Stock Exchange. (g) There are no outstanding loans or other extensions of credit made by Parent GF to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent GF, and Parent GF has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in Neither GF (including, to the Parent SEC DocumentsKnowledge of GF, neither Parent (including any employee thereof) nor ParentGF’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 ParentGF, (ii) any fraud, whether or not material, fraud that involves ParentGF’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by GF, or (iii) as of the date hereof, any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent GF SEC DocumentsReports. To the knowledge Knowledge of ParentGF, none of the Parent GF SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (j) None of the information supplied or to be supplied by GF, or by any person acting on behalf of GF, expressly for inclusion or incorporation by reference in the Registration Statement/Proxy Statement will, as of the time the Registrations Statement becomes effect under the Securities Act and as of the date the Proxy Statement is first mailed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, GF makes no representation, warranty or covenant with respect to any information that was supplied by or on behalf of the Company.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent SPAC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”), together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC DocumentsReports”). 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 filing dates, or, if amended, as of the date of such amendment was filed, the Parent SPAC SEC Documents Reports (i) 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, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of any 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 made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer , in the case of Parent has filed with the any other SPAC SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange ActReport. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent SPAC SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly 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, (subject, in the case of unaudited statements, to normal and recurring year-end adjustments which which, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to individually or in the aggregate be be, material). Parent SPAC has no off-balance sheet arrangements that are not disclosed in the Parent SPAC SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of ParentReports. (c) Except as and to the extent set forth in the Parent SPAC SEC DocumentsReports, neither Parent, SPAC nor BVI Merger Sub, nor 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 GAAP), except for liabilities and obligations arising in the ordinary course of ParentSPAC’s businessand BVI Merger Sub’s business or incurred in connection with the Transactions. (d) Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NasdaqNasdaq 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 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 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 Parent’s 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 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. (f) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) 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 SPAC, and Parent SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (hf) Except as disclosed in Neither SPAC (including, to the Parent SEC Documentsknowledge of SPAC, neither Parent (including any employee thereof) nor ParentSPAC’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 significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by SPAC or (iiiii) as of the date hereof, any claim or allegation regarding any of the foregoing. (ig) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC DocumentsReports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (h) Notwithstanding anything to the contrary in this Section 5.07, no representation or warranty is made in this Agreement as to the accounting treatment of the SPAC Warrants.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent Good Works has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SECSEC since October 6, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent Good Works SEC DocumentsReports”). Parent Good Works has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent Good Works with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Good Works with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent Good Works SEC Documents Reports (i) 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, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading, in the case of any Good Works 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 Good Works SEC Report. Each director and executive officer of Parent Good Works has filed with the SEC on a timely basis all documents required with respect to Parent Good Works by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Good Works SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Good Works 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 that have not had, and would not reasonably be expected to individually or in the aggregate be material). Parent Good Works has no off-balance sheet arrangements that are not disclosed in the Parent Good Works SEC DocumentsReports. No financial statements other than those of Parent Good Works are required by GAAP to be included in the consolidated financial statements of ParentGood Works. (c) Except as and to the extent set forth in the Parent Good Works SEC DocumentsReports, neither Parent, Merger Sub, nor has any there exists 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 GAAP, except for liabilities and obligations arising in the ordinary course of Parent’s businessGood Works’ business since the date of the last Good Works SEC Report. (d) Parent Good Works is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaqthe Nasdaq Stock Market. (e) Parent Good Works has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent Good Works and other material information required to be disclosed by Parent Good Works in the reports and other documents that it files or furnishes under the Exchange Act is 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 Parent’s Good Works’ 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 Documents, such Such disclosure controls and procedures are effective in timely alerting Parent’s Good Works’ principal executive officer and principal financial officer to material information required to be included in Parent’s Good Works’ periodic reports required under the Exchange Act. (f) Parent Good Works maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent Good Works 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 Good Works has delivered to the Company a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of Parent Good Works to Parent’s Good Works’ independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent Good Works to record, process, summarize and report financial data. Parent Good Works 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 ParentGood Works. Since December 31September 30, 20222020, there have been no material changes in Parent’s Good Works’ internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit made by Parent Good Works to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent Good Works, and Parent Good Works has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in the Parent SEC Documents, neither Parent (including any employee thereof) nor Parent’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 significant role in the internal control over financial reporting of Parent or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent Except as set for on Schedule 5.10, Purchaser has filed the Purchaser SEC Documents and all other forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since Purchaser’s incorporation, together with any amendments, restatements or supplements thereto (collectively, the “Parent Purchaser SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent Purchaser SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filedfiled (except to the extent that information contained in any Purchaser SEC Reports has been revised or superseded by a later filed Purchaser SEC Report, or, if amended, as of then on the date of such amendment, filing) 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 made therein, in the light of the circumstances under which they were made, not misleading. 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. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Purchaser SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Purchaser as at the respective dates thereof and for the respective periods indicated therein, 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 Purchaser has no off-balance sheet arrangements that are not disclosed in the Parent Purchaser SEC DocumentsReports. No financial statements other than those of Parent Purchaser are required by U.S. GAAP to be included in the consolidated financial statements of ParentPurchaser. (c) Except as and to the extent set forth in the Parent Purchaser SEC DocumentsReports, neither Parent, Merger Sub, Purchaser nor its Affiliates 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 U.S. GAAP, except for liabilities and obligations arising in the ordinary course of ParentPurchaser’s business. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (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 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 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 Parent’s 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 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. (f) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent (including any employee thereof) nor Parent’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 significant role in the internal control over financial reporting of Parent or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (ai) Parent Except as set forth on Schedule 4.3(h), EDOC has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, SEC Reports required to be filed by it with the SECCommission since November 9, 2020, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Documents”)thereto. Parent EDOC has heretofore furnished to the Company Purchaser true and correct copies of all amendments and modifications that have not been filed by Parent EDOC with the SEC Commission to all agreements, documents and other instruments that previously had been filed by Parent EDOC with the SEC Commission and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent EDOC’s SEC Documents Reports (iA) materially 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, and (iiB) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each Other than as disclosed in any SEC Reports or as would not have or reasonably be expected to result in an EDOC Material Adverse Effect, each director and executive officer of Parent EDOC has filed with the SEC Commission on a timely basis all documents required with respect to Parent EDOC by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (bii) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent EDOC’s SEC Documents (if amended, as so amended) Reports was prepared in accordance with GAAP the Accounting Principles (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 SECQ) and each fairly presents, in all material respects, the financial position, results of operations, changes in stockholders shareholders equity and cash flows of Parent EDOC as at the respective dates thereof and for the respective periods indicated therein, 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 materialadjustments). Parent EDOC has no off-balance sheet arrangements that are not disclosed in the Parent EDOC’s SEC DocumentsReports. No financial statements other than those of Parent EDOC are required by GAAP the Accounting Principles to be included in the consolidated financial statements of ParentEDOC. (ciii) Except as and to the extent set forth in the Parent EDOC’s SEC DocumentsReports, neither Parent, Merger Sub, nor EDOC has any 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 GAAPthe Accounting Principles, except for liabilities and obligations arising in the ordinary course of ParentXXXX’s business. (div) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (e) Parent EDOC has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent EDOC and other material information required to be disclosed by Parent EDOC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SECCommission, and that all such material information is accumulated and communicated to ParentEDOC’s 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 Documents, such Such disclosure controls and procedures are reasonably effective in timely alerting ParentEDOC’s principal executive officer and principal financial officer to material information required to be included in ParentEDOC’s periodic reports required under the Exchange Act. (fv) Parent EDOC maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPthe Accounting Principles, including policies and procedures sufficient to provide reasonable assurance: (iA) that Parent EDOC maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (iiB) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAPthe Accounting Principles; (iiiC) that receipts and expenditures are being made only in accordance with authorizations of management and its board of directors; and (ivD) 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 EDOC has delivered to the Company a true disclosed in EDOC’s SEC Reports any 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 all material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent EDOC to record, process, summarize and report financial data. Parent EDOC has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve involves management or other employees or consultants who have or had a significant role in the internal control over financial reporting of ParentEDOC. Since December 31Except as disclosed in EDOC’s SEC Reports since November 12, 20222020, there have been no material changes in Parent’s EDOC internal control over financial reporting. (gvi) There are no outstanding loans or other extensions of credit made by Parent EDOC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and Parent EDOC. EDOC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (hvii) Except as disclosed in the Parent EDOC’s SEC DocumentsReports, neither Parent EDOC (including any employee thereof) nor ParentEDOC’s independent auditors has have identified or been made aware of (iA) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentEDOC, (iiB) any fraud, whether or not material, that involves ParentEDOC’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by EDOC or (iiiC) any claim or allegation regarding any of the foregoing. (iviii) As of the date hereof, there are no outstanding SEC comments from the SEC Commission with respect to the Parent XXXX’s SEC DocumentsReports. To the knowledge of ParentEDOC, none of the Parent EDOC’s SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC Commission review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent SPAC has filed or furnished, as applicable, all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”) since February 23, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent SPAC SEC DocumentsReports”). Parent SPAC has heretofore furnished to the Company Companies true and correct copies of all amendments and modifications that have not been filed or furnished by Parent SPAC with or to the SEC to all agreements, documents and other instruments that previously had been filed or furnished by Parent SPAC with or to the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent SPAC SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act” ), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filedfiled or furnished, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 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 ActAct 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 Documents (if amended, as so amended) Reports was prepared in accordance with US GAAP (applied on a consistent basis) and Regulation S-X and or Regulation S-K, as applicable, applied on a consistent basis 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 fairly 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 financial statements, to normal and recurring year-end adjustments which have not had, and would not reasonably be expected to individually or in have a SPAC Material Adverse Effect), and except as to the aggregate be material)Warrant Accounting Matter. Parent SPAC has no off-balance sheet arrangements that are not disclosed in the Parent SPAC SEC DocumentsReports. No financial statements other than those of Parent SPAC are required by US GAAP to be included in the consolidated financial statements of ParentSPAC. (c) Except as and to the extent set forth in the Parent SPAC SEC DocumentsReports and except as to the Warrant Accounting Matter, neither Parent, Merger Sub, nor none of the Cartesian Entities 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 Parent’s businessbusiness of the Cartesian Entities. (d) Parent SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (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 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 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 ParentSPAC’s 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 Documents, such 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. (f) Parent SPAC maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent 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 US 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 Except as to the Warrant Accounting Matter, SPAC has delivered to the Company Companies a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative Representative of Parent SPAC to ParentSPAC’s independent auditors relating to any material weaknesses in its internal control over financial reporting controls and any significant deficiencies in the design or operation of internal control over financial reporting controls that would adversely affect the ability of Parent SPAC to record, process, summarize and report financial data. Parent 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 ParentSPAC. Since December 31February 23, 20222019, and except as to the Warrant Accounting Matter, there have been no material changes in Parent’s SPAC internal control over financial reporting. (g) 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. (h) Except as disclosed in to the Parent SEC DocumentsWarrant Accounting Matter, neither Parent SPAC (including any employee thereof) nor ParentSPAC’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 significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by SPAC, or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SPAC SEC DocumentsReports. To the knowledge of ParentSPAC, none of the Parent SPAC SEC Documents Reports filed or furnished on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent ShoulderUp has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since October 26, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent ShoulderUp SEC DocumentsReports”). Parent has ShoulderUp, Holdings and the Merger Subs have heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent ShoulderUp, Holdings and the Merger Subs with the SEC to all agreements, documents and other instruments that previously had been filed by Parent ShoulderUp, Holdings and the Merger Subs with the SEC and are currently in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent ShoulderUp SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, in each case, as in effect at the time they were filed, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent ShoulderUp has filed with the SEC on a timely basis all documents required with respect to Parent ShoulderUp by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent ShoulderUp SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent ShoulderUp 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 ShoulderUp has no off-balance sheet arrangements that are not disclosed in the Parent ShoulderUp SEC DocumentsReports. No financial statements other than those of Parent ShoulderUp are required by GAAP to be included in the consolidated financial statements of ParentShoulderUp. (c) Except as and to the extent set forth in the Parent ShoulderUp SEC DocumentsReports, neither ParentShoulderUp, Holdings nor the Merger Sub, nor Subs 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentShoulderUp’s, Holdings’ and Merger Sub’s businessbusiness (collectively, “ShoulderUp Liabilities”). (d) Parent is As of the Effective Time, Holdings will be in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. (e) Parent ShoulderUp has established and maintains maintains, and Holdings will have established and maintain, disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to Parent ShoulderUp or Holdings, as applicable, and other material information required to be disclosed by Parent ShoulderUp or Holdings, as applicable, in the reports and other documents that it files or furnishes under the Exchange Act is 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 ParentShoulderUp’s or Holdings’, as applicable, 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 Documents, such Such disclosure controls and procedures are effective in timely alerting ParentShoulderUp’s or Holdings’, as applicable, principal executive officer and principal financial officer to material information required to be included in ParentShoulderUp’s or Holdings’, as applicable, periodic reports required under the Exchange Act. (f) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) There are no outstanding loans or other extensions of credit or reimbursement obligations made by Parent ShoulderUp, Holdings or the Merger Subs to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent and Parent has not ShoulderUp, Holdings or the Merger Subs or to Sponsor or Sponsor’s affiliates. Neither ShoulderUp nor Holdings nor the Merger Subs have taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (hg) Except as disclosed in Neither ShoulderUp nor Holdings nor the Parent SEC Documents, neither Parent Merger Subs (including any employee thereof) nor Parent’s ShoulderUp’s, Holdings’ or the Merger Subs’ independent auditors has have identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by ParentShoulderUp, (ii) any fraud, whether or not material, that involves ParentShoulderUp’s management or other employees who have a significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by ShoulderUp, or (iii) any claim or allegation regarding any of the foregoing. (ih) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent ShoulderUp SEC DocumentsReports. To the knowledge of ParentShoulderUp or Holdings, none of the Parent ShoulderUp SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent Acquiror has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SECSEC since March 4, 2021, together with any amendments, restatements or supplements thereto (collectively, the “Parent Acquiror SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent Acquiror SEC Documents Reports (i) 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, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer , in the case of Parent has filed with the any other Acquiror SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange ActReport. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Acquiror SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, 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 which, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to individually or in the aggregate be be, material). Parent Acquiror has no off-balance sheet arrangements that are not disclosed in the Parent Acquiror SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of ParentReports. (c) Except as and to the extent set forth in the Parent Acquiror SEC DocumentsReports, neither Parent, Acquiror nor Merger Sub, nor 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 GAAP), except for liabilities and obligations arising in the ordinary course of ParentAcquiror’s and Xxxxxx Sub’s business. (d) Parent Acquiror is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of 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 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 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 ParentAcquiror’s 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 Documents, such 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. (f) Parent Acquiror maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent 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. 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) 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 Acquiror, and Parent Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in Neither Acquiror (including, to the Parent SEC Documentsknowledge of Acquiror, neither Parent (including any employee thereof) nor ParentAcquiror’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 significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by Acquiror or (iii) as of the date hereof, any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Acquiror SEC DocumentsReports. To the knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (ai) Parent Since June 14, 2021, the Company has filed or otherwise furnished on a timely basis all registration statements, prospectuses, forms, reports, proxy statements, schedules, statements and other documents, including any exhibits thereto, documents required to be filed or furnished by it with under the SECExchange Act, as the case may be, together with any amendmentsall certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, restatements or supplements thereto as amended, and the rules and regulations thereunder (collectively, “Xxxxxxxx-Xxxxx”) (the “Parent SEC Documents”). 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, or, if amended, as of the date of such amendment was filed, the Parent SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading. Each director , and executive officer of Parent has filed complied with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable regulations of the SEC thereunder and the listing and corporate governance rules and regulations of the New York Stock Exchange (the “NYSE”). (bii) Each The financial statements of the financial statements (including, in each case, any notes thereto) contained Company included in the Parent SEC Documents (if amended, as so amended) was prepared in accordance with 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 fairly presents, present in all material respects, respects the financial position, results of operations, changes in stockholders equity operations and cash flows of Parent the Company as at of the respective dates thereof and for the respective periods indicated thereinreferred to therein in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved, (subject, in the case of unaudited statements, to normal and recurring normal, immaterial, 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 Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parentaudit adjustments. (c) Except as and to the extent set forth in the Parent SEC Documents, neither Parent, Merger Sub, nor 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 GAAP, except for liabilities and obligations arising in the ordinary course of Parent’s business. (d) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq. (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 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 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 Parent’s 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 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. (f) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent (including any employee thereof) nor Parent’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 significant role in the internal control over financial reporting of Parent or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent Acquiror has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SECSEC since May 13, 2022, together with any amendments, restatements or supplements thereto (collectively, the “Parent Acquiror SEC DocumentsReports”). 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, or, if amended, as of the date of such amendment was filed, the Parent Acquiror SEC Documents Reports (i) 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, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein not misleading, in the case of any Acquiror SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer , in the case of Parent has filed with the any other Acquiror SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange ActReport. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Acquiror SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, 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 which, individually or in the aggregate, have not hadbeen, and would not reasonably be expected to individually or in the aggregate be be, material). Parent Acquiror has no off-balance sheet arrangements that are not disclosed in the Parent Acquiror SEC Documents. No financial statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of ParentReports. (c) Except as and to the extent set forth in the Parent Acquiror SEC DocumentsReports, neither Parent, Acquiror nor Merger Sub, nor 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 GAAP), except for liabilities and obligations arising in the ordinary course of ParentAcquiror’s and Merger Sub’s business. (d) Parent Acquiror is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of 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 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 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 ParentAcquiror’s 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 Documents, such 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. (f) Parent Acquiror maintains systems of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures sufficient to provide reasonable assurance: (i) that Parent 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. 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) 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 Acquiror, and Parent Acquiror has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act. (h) Except as disclosed in Neither Acquiror (including, to the Parent SEC Documentsknowledge of Acquiror, neither Parent (including any employee thereof) nor ParentAcquiror’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 significant role in the preparation of financial statements or the internal control over financial reporting of Parent accounting controls utilized by Acquiror or (iii) as of the date hereof, any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent Acquiror SEC DocumentsReports. To the knowledge of ParentAcquiror, none of the Parent Acquiror SEC Documents Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent Pubco has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the Securities and Exchange Commission (the “SEC”) since September 16, 2022, together with any amendments, restatements or supplements thereto (collectively, the “Parent Pubco SEC DocumentsReports”). Parent Pubco has heretofore prior to the date of this Agreement furnished to Holdco (with respect to amendments or modifications made on or prior to the Company true date of this Agreement) and shall have promptly furnished to Holdco (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 Pubco with the SEC to all agreements, documents and other instruments that previously had been filed by Parent Pubco with the SEC and are currently then in effect. As of their respective filing dates, or, if amended, as of the date of such amendment was filed, the Parent Pubco SEC Documents Reports (i) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer of Parent Pubco has filed with the SEC on a timely basis all documents required with respect to Parent Pubco by Section 16(a) of the Exchange ActAct and the rules and regulations thereunder. (b) Each of the financial statements (including, in each case, any notes thereto) contained in the Parent Pubco SEC Documents (if amended, as so amended) Reports was prepared in accordance with 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 fairly presents, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent Pubco 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 Pubco has no off-balance sheet arrangements that are not disclosed in the Parent Pubco SEC DocumentsReports. No financial statements other than those of Parent Pubco are required by GAAP to be included in the consolidated financial statements of ParentPubco. (c) Except as and to the extent set forth in the Parent Pubco SEC DocumentsReports, neither ParentPubco, Merger Sub, Sub I nor Merger Sub II 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 GAAP, except for liabilities and obligations arising in the ordinary course of ParentPubco’s, Merger Sub I’s and Merger Sub II’s business. (d) Parent Pubco is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NasdaqThe 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 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 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 Parent’s 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 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. (f) Parent maintains internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control over financial reporting 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 December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent (including any employee thereof) nor Parent’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 significant role in the internal control over financial reporting of Parent or (iii) any claim or allegation regarding any of the foregoing. (i) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings; Financial Statements; Xxxxxxxx-Xxxxx. (a) Parent Company has timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, documents required to be filed by it with the SEC, the NNM and the NSCM since January 1, 2001 (collectively, together with any amendmentssuch forms, restatements or supplements thereto (collectivelyreports, statements and documents Company may file subsequent to the date hereof until the Closing, the “Parent SEC DocumentsCompany Reports”). Parent has heretofore furnished to Each Company Report (i) at 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, or, if amended, as of the date of such amendment time it was filed, the Parent SEC Documents (i) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or the rules and regulations of the Xxxxxxxx-Xxxxx ActNNM or NSCM, as the case may be, and (ii) did not, not at the time they were filed, or, if amended, as of the date of such amendment, 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 made therein, in the light of the circumstances under which they were made, not misleading. Each director and executive officer Since January 1, 2001, there have been no comment letters received by Company from the staff of Parent has filed with the SEC or responses to such comment letters by or on behalf of Company that have not been made available to Parent. For purposes of this Section 4.07, the term “file” shall be broadly construed to include any manner in which a timely basis all documents required with respect document or information is furnished, supplied or otherwise provided in writing to Parent by Section 16(a) of the Exchange ActSEC. (b) Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Parent SEC Documents (if amended, as so amended) Company Reports was prepared in accordance with 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 or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SECthereto) and each presented fairly presents, in all material respects, the consolidated financial position, results position of operations, changes in stockholders equity and cash flows of Parent Company as at the respective dates thereof thereof, and its 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 statements, to normal and recurring immaterial year-end adjustments which have not had, and would not reasonably be expected to individually or in the aggregate be materialadjustments). Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Documents. 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 or reserved against on the balance sheet of Company as of June 30, 2004 as reported in the Parent SEC DocumentsCompany Reports, neither Parent, Merger Sub, nor Company has no liabilities or obligations of any liability or obligation of a 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 U.S. GAAP, except for (i) liabilities and or obligations arising which do not in the aggregate exceed $100,000 or (ii) liabilities or obligations incurred in the ordinary course of Parent’s businessbusiness consistent with past practice since June 30, 2004. (d) Parent Company is not a party to and has no 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 Company, 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 Company in the consolidated financial statements contained in Company Reports. (e) Company is in compliance with, and have complied, in all material respects with (A) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act (the “Xxxxxxxx-Xxxxx Act”) or the Exchange Act and (B) the applicable listing and corporate governance rules and regulations of Nasdaq. the NNM and NSCM. Except as disclosed in the Company Reports, there are no outstanding loans made by Company to any executive officer (eas defined under Rule 3b-7 under the Exchange Act) Parent or director of Company. Since the enactment of the Xxxxxxxx-Xxxxx Act, Company has not made any loans to any such executive officer or director of Company. Company 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 designed to ensure that material information relating to Parent Company, required to be disclosed by Company in the reports that it files or submits under the Exchange Act is accumulated and other material communicated to Company’s 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 Company in the reports and other documents that it files or furnishes submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms of the SEC, forms. Company has established and that all such material information is accumulated and communicated to Parent’s 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 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. (f) Parent maintains internal control over financial reporting (as such term is defined in Rule 13a-15 13a-15(f) under the Exchange Act) that ); such internal controls are sufficient designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. 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 . Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Company’s auditors and the audit committee of the board of directors; directors of Company (x) all significant deficiencies 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 its internal control over financial reporting and any significant deficiencies in the design or operation of internal control controls over financial reporting that would which are reasonably likely to adversely affect the Company’s ability of Parent to record, process, summarize and report financial data. Parent has no knowledge of data and have identified for Company’s auditors 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 material weaknesses in the internal control over financial reporting of Parent. Since December 31, 2022, there have been no material changes in Parent’s internal control over financial reporting. controls and (g) 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. (h) Except as disclosed in the Parent SEC Documents, neither Parent (including any employee thereof) nor Parent’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, (iiy) any fraud, whether or not material, that involves Parent’s management or other employees who have a significant role in Company’s internal controls. Company has delivered to Parent a correct and complete summary of any such disclosure made by management of Company to Company’s auditors and audit committee since January 1, 2001. Since January 1, 2001, neither Company, nor to Company’s Knowledge, any director, officer, employee, auditor, accountant or representative of Company has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Company or its internal control over financial reporting accounting controls, including any material complaint, allegation, assertion or claim that Company has engaged in questionable accounting or auditing practices. No attorney representing Company, whether or not employed by Company, has reported evidence of Parent a material violation of securities Laws, breach of fiduciary duty or (iii) any claim similar violation by Company or allegation regarding any of the foregoing. (i) As of the date hereofits officers, there are no outstanding SEC comments from the SEC with respect directors, employees or agents to the Parent SEC Documentsboard of directors of Company or any committee thereof or to any director or officer of Company. To For purposes of this paragraph, “principal executive officer” and “principal financial officer” shall have the knowledge of Parent, none of meanings given to such terms in the Parent SEC Documents filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereofExchange Act.