Common use of SEC Filings Clause in Contracts

SEC Filings. Bannix has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SEC Reports.

SEC Filings. Bannix Mountain has timely filed in all respects or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Mountain SEC Reports”), in each case, except as would not reasonably be expected to be material to Mountain, and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Mountain SEC Reports”). Each of the Bannix Mountain SEC Reports, as of their respective dates of filing or being furnished, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, comply in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Mountain SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix Mountain SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Mountain SEC Reports did not not, and the Additional Mountain SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Mountain SEC Reports. To Mountain’s knowledge, none of the Mountain SEC Reports is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2020 (the “Parent SEC Documents”). True, correct, and complete copies of all the Parent SEC Documents are publicly available on XXXXX. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix Parent SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, and the Xxxxxxxx-Xxxxx Act Act, and any the rules and regulations promulgated thereunder) of the SEC thereunder applicable to the Bannix such Parent SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix Parent SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of Parent, none of the date Parent SEC Documents is the subject of this Agreement, ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix Parent SEC ReportsDocuments. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC and neither Parent nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Entity.

SEC Filings. Bannix SPAC has timely filed or furnished furnished, as applicable, on a timely basis, all statements, prospectuses, registration statements, forms, certifications, schedules, exhibits, reports and documents required to be filed or furnished by it prior to with the SEC (collectively, as they have been amended or supplemented since the time of their filing through the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingAgreement, the “Bannix SPAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC ReportsFilings”). Each of the Bannix SPAC SEC ReportsFilings, as of their the respective dates date of its filing, and as of the date of any amendment or filing that superseded the initial filingsupplement thereto, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act or the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SPAC SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein)Filings. As of their the respective dates date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Bannix SPAC SEC Reports Filings did not not, and any SPAC SEC Filings filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SPAC SEC ReportsFilings. To the knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. To the knowledge of SPAC, each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC has not taken any action prohibited by Section 402 of the Xxxxxxxx-Xxxxx Act.

SEC Filings. Bannix SPAC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SPAC SEC Reports”), and, as of through the Closing, will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been may be supplemented, modified or amended since after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix SPAC SEC Reports”). Each of the Bannix SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects, and each of the Additional Bannix SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded supersedes the initial filing, will comply, comply in all material respects respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SPAC SEC Reports or the Additional Bannix SPAC SEC Reports (Reports; provided that, for purposes of the Additional Bannix SPAC SEC Reports, assuming that the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 is being true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SPAC SEC Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading in any material respect. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SPAC SEC Reports.

SEC Filings. Bannix CCTS has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (“IPO”) (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix CCTS SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement hereof with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy StatementStatement to be filed by Holdco, the “Additional Bannix CCTS SEC Reports”). Each of the Bannix CCTS SEC Reports, as of their respective dates of filingdates, and as of the date of any amendment or filing that superseded the initial filing, complied with, and each of the Additional Bannix CCTS SEC Reports, as of their respective dates of filingdates, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunderSarbanes‑Oxley Act) applicable to the Bannix CCTS SEC Reports or the Additional Bannix CCTS SEC Reports (for purposes of the Additional Bannix CCTS SEC Reports, assuming that the representation and warranty set forth in Section ‎3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion therein). As of their respective dates of filing, the CCTS SEC Reports did not 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, in the light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional CCTS SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix CCTS SEC Reports.

SEC Filings. Bannix Parent has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyJanuary 1, and together with any exhibits and schedules thereto 2003. All such required registration statements, prospectuses, reports, schedules, forms, statements and other information incorporated thereindocuments, and as they each of the foregoing have been supplemented, modified or amended since the time of their filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it (including those that Parent may file subsequent to the date of this Agreement with the SEC pursuant hereof) are referred to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and herein as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix Parent SEC Reports”). Each of the Bannix SEC Reports, as .” As of their respective dates of filingdates, the Parent SEC Reports (i) were prepared in accordance with, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with with, the applicable requirements of the Federal Securities Laws (includingAct or the Exchange Act, as applicablethe case may be, and, in each case, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) thereunder applicable to the Bannix such Parent SEC Reports or the Additional Bannix SEC Reports and (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports ii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleading. As , except to the extent revised: (A) in the case of Parent SEC Reports filed on or prior to the date of this Agreement that were amended or superseded on or prior to the date of this Agreement, there by the filing of the applicable amending or superseding Parent SEC Report; and (B) in the case of Parent SEC Reports filed after the date of this Agreement that are no outstanding amended or unresolved comments in superseded prior to the Effective Time, by the filing of the applicable amending or superseding Parent SEC Report. Parent has Made Available to the Company true, correct and complete copies of all material correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, since January 1, 2003, including all SEC comment letters received from and responses to such comment letters by or on behalf of Parent. To Parent’s Knowledge, as of the date hereof, none of the Parent SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Each of the principal executive officers of Parent and the principal financial officer of Parent has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Bannix Parent SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act of 2002.

SEC Filings. Bannix Pathfinder has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Pathfinder SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Pathfinder SEC Reports”). Each of the Bannix Pathfinder SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Pathfinder SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Pathfinder SEC Reports or the Additional Bannix Pathfinder SEC Reports (for purposes of the Additional Bannix Pathfinder SEC Reports, assuming that the representation and warranty set forth in Section 3.23 2.23 is true and correct in all respects with respect to all information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference thereinprior to the Closing in the Registration Statement / Proxy Statement). As of their respective dates of filing, the Bannix Pathfinder SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Pathfinder SEC Reports, assuming that the representation and warranty set forth in Section 2.23 is true and correct in all respects with respect to all information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Pathfinder SEC Reports.

SEC Filings. Bannix The Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2002. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that the Company may file subsequent to the date hereof) are referred to herein as the “Company SEC Reports.” As of their respective dates, the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to then on the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of such filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleading. As None of the date Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The Company has previously furnished to Parent a complete and correct copy of this Agreementany amendments or modifications, there which have not yet been filed with the SEC but which are no outstanding required to be filed, to agreements, documents or unresolved comments in other instruments which previously had been filed by Company with the SEC pursuant to the Securities Act or the Exchange Act. The Company has timely responded to all comment letters received from of the staff of the SEC with respect relating to the Bannix Company SEC Reports, and the SEC has not advised the Company that any final responses are inadequate, insufficient or otherwise non-responsive. The Company has made available to Parent true, correct and complete copies of all correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other, since January 1, 2002, including all SEC comment letters and responses to such comment letters by or on behalf of the Company. To the Company’s Knowledge, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. The Company and each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market (“Nasdaq”). Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by the Company since January 1, 2002, was accompanied by the certifications required to be filed or submitted by the Company’s chief executive officer and/or chief financial officer, as required, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing such certifications.

SEC Filings. Bannix The Industrea has since June 29, 2017 timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior with the SEC, pursuant to the date of this Agreement with Exchange Act or the SEC pursuant to Federal Securities Laws since its initial public offering Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix Industrea SEC Reports”). Each of the Bannix Industrea SEC Reports, as of their the respective dates date of filingits filing or, and if amended, as of the date of any amendment or filing that superseded the initial filingmost recent amendment, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the Sxxxxxxx-Xxxxx Exchange Act and any rules and regulations promulgated thereunder) thereunder applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix Industrea SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their the respective dates date of filingits filing or most recent amendment, the Bannix no Industrea SEC Reports did not contain Report contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Industrea SEC Reports. Except for information supplied by the Company (as to which Industrea makes no representation), none of the information supplied by the Industrea Parties for inclusion in the Registration Statement will, in the case of the definitive proxy statement/prospectus included therein (and any amendment or supplement thereto), at the date of mailing of such definitive proxy statement/prospectus (and any amendment or supplement thereto) and at the time of Industrea Stockholder Meeting, and, in the case of the Registration Statement, at the time the Registration Statement is declared effective by the SEC, at the time of Industrea Stockholder Meeting and at the Concrete Effective Time, 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.

SEC Filings. Bannix Longview has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Longview SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Longview SEC Reports”). Each of the Bannix Longview SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Longview SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Longview SEC Reports or the Additional Bannix Longview SEC Reports (for purposes of the Additional Bannix Longview SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Longview SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Longview SEC Reports.

SEC Filings. Bannix Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2017 (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on XXXXX. To the extent that any Parent SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Company has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyAgreement, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix Parent SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, and the Xxxxxxxx-Xxxxx Act Act, and any the rules and regulations promulgated thereunder) of the SEC thereunder applicable to such Parent SEC Documents on the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes date it was filed. None of the Additional Bannix Parent SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of Parent, none of the Parent SEC Documents filed on or prior to the date of this Agreement, Agreement is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix Parent SEC Reports.Documents. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act

SEC Filings. Bannix has CBRG has, as of the date hereof, timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix CBRG SEC Reports”), and, as of the Closing, will have timely filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix CBRG SEC Reports”), in each case, after giving effect to any applicable grace periods. Each of the Bannix CBRG SEC Reports, as of their respective dates of filing, and or as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix CBRG SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix CBRG SEC Reports or the Additional Bannix CBRG SEC Reports (for purposes of the Additional Bannix CBRG SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, or, if amended, as of the Bannix date of such amendment, the CBRG SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix CBRG SEC Reports.

SEC Filings. Bannix Except for items remaining to be filed with Borrower’s Form 10-K for the fiscal year ended December 31, 2017, Borrower has timely filed or furnished all forms, reports, schedules, statements, forms, reports and documents required to be filed by it with, or furnished by it prior to the date of this Agreement with to, the SEC pursuant to Federal Securities Laws since its initial public offering January 1, 2014 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix Borrower SEC Reports”). Each Except as set forth on Schedule 4(m), the Borrower SEC Reports (including any financial statements, supplements or schedules included therein) (i) were prepared in accordance, in all material respects, with the requirements of the Bannix SEC ReportsSecurities Act or the Exchange Act, as of their respective dates of filingthe case may be, and the rules and regulations promulgated thereunder and (ii) did not, at the time they were filed or furnished, or, if amended, as of the date of any amendment or filing that superseded the initial filingsuch amendment, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did 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 or will be made, as applicable, not misleading. As No Subsidiary of Borrower is required to file any form, report or other document with the SEC. Borrower has not received any inquiries or interrogatories, whether in writing or otherwise, from the SEC, the Financial Industry Regulatory Authority (“FINRA”) or any other Governmental Entity, or been the subject of any action, audit, review or hearing by or in front of such Persons, in each case with respect to any of the date Borrower SEC Reports or any of this Agreementthe information contained therein that have not been resolved pursuant to written communications to the Borrower. Borrower has resolved, there are or will have resolved, meaning that the SEC had no outstanding or unresolved further comments, all comments contained in comment letters received by the Borrower from the SEC with respect or the staff thereof prior to the Bannix Initial Closing Date and prior to any Subsequent Closing Date. Borrower maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act designed to ensure that all material information concerning Borrower and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Borrower’s SEC Reportsfilings and such controls are effective.

SEC Filings. Bannix Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2019, (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on XXXXX. To the extent that any Parent SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix Parent SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, and the Xxxxxxxx-Xxxxx Act Act, and any the rules and regulations promulgated thereunder) of the SEC thereunder applicable to the Bannix such Parent SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix Parent SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of the date Parent, none of this Agreement, the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix Parent SEC ReportsDocuments. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings. Bannix Purchaser has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Purchaser SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Purchaser SEC Reports”). Each of the Bannix Purchaser SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Purchaser SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Purchaser SEC Reports or the Additional Bannix Purchaser SEC Reports (for purposes of the Additional Bannix Purchaser SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Purchaser SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Purchaser SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Purchaser SEC Reports.

SEC Filings. Bannix HighCape has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix HighCape SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix HighCape SEC Reports”). Each of the Bannix HighCape SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects, and each of the Additional Bannix HighCape SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, comply in all material respects respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix HighCape SEC Reports or the Additional Bannix HighCape SEC Reports (for purposes of the Additional Bannix HighCape SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix HighCape SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix HighCape SEC Reports.

SEC Filings. Bannix FLAC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (“IPO”) (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix FLAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy StatementStatement to be filed by Holdco, the “Additional Bannix FLAC SEC Reports”). Each of the Bannix FLAC SEC Reports, as of their respective dates of filingdates, and as of the date of any amendment or filing that superseded the initial filing, complied with, and each of the Additional Bannix FLAC SEC Reports, as of their respective dates of filingdates, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunderAct) applicable to the Bannix FLAC SEC Reports or the Additional Bannix FLAC SEC Reports (for purposes of the Additional Bannix FLAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix FLAC SEC Reports did not 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, in the light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional FLAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix FLAC SEC Reports.

SEC Filings. Bannix Except as set forth on Schedule 5.20 of the Merger Agreement, the Purchaser has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2022 (the “Parent SEC Documents”). True, correct, and complete copies of all Purchaser are publicly available in XXXXX. To the extent that any Parent SEC Document available on XXXXX contains redactions pursuant to a request for confidential treatment or otherwise, the Purchaser has made available to the Sellers the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix Parent SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, and the Xxxxxxxx-Xxxxx Act and any of 2002 (including the rules and regulations promulgated thereunder) and the rules and regulations of the SEC thereunder applicable to the Bannix such Parent SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix SEC ReportsPurchaser Documents, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of the date Purchaser, none of this Agreement, the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix Parent SEC ReportsDocuments. None of the Purchaser’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC and neither the Purchaser nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Body.

SEC Filings. Bannix The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since the Look-Back Date (the “Company SEC Documents”). True, correct, and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix Company SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (includingAct of 1933, as applicableamended (the “Securities Act”), the SxxxxxxxExchange Act, and the Xxxxxxxx-Xxxxx Act and any of 2002 (including the rules and regulations promulgated thereunder) , the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to the Bannix such Company SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix Company SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of the date Company, none of this Agreement, the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix Company SEC ReportsDocuments. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC and neither the Company nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Authority.

SEC Filings. Bannix STPC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix STPC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix STPC SEC Reports”). STPC has heretofore furnished to the Company true and correct copies of all amendments and modifications, if any, that have not been filed by STPC with the SEC to all agreements, documents and other instruments that previously had been filed by STPC with the SEC and are currently in effect. Each of the Bannix STPC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix STPC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, including the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix STPC SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix STPC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix STPC SEC Reports. The STPC SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any STPC SEC Report has been superseded by a later timely filed STPC SEC Report), and the Additional STPC SEC Reports will not, at the time they are 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. Notwithstanding anything to the contrary in this Agreement, no representation or warranty is made as to the accounting treatment of the issued and outstanding STPC Warrants, or as to any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising from the accounting treatment of such STPC Warrants, in any STPC SEC Reports.

SEC Filings. Bannix Sandbridge has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Sandbridge SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Sandbridge SEC Reports”). Each of the Bannix Sandbridge SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Sandbridge SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Sandbridge SEC Reports or the Additional Bannix Sandbridge SEC Reports (for purposes of the Additional Bannix Sandbridge SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 (Information Supplied) is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Sandbridge SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Sandbridge SEC Reports, assuming that the representation and warranty set forth in Section 3.22 (Information Supplied) is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Sandbridge SEC Reports. To the knowledge of Sandbridge, none of the Sandbridge SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix SeqLL has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal the Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal the Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement and the Registration Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SEC Reports.

SEC Filings. Bannix Acquiror has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities applicable Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Acquiror SEC Reports”), ) and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities applicable Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Acquiror SEC Reports”). Each of the Bannix Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Acquiror SEC Reports, as of their respective dates of filingfiling (or, if amended, as of the date of such amendment), and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities applicable Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Acquiror SEC Reports or the Additional Bannix Acquiror SEC Reports (for purposes of the Additional Bannix Acquiror SEC Reports, assuming that the representation and warranty set forth in Section 3.23 4.21 is true and correct in all respects with respect to all information supplied by or on behalf of Group the XxXxxxx Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Acquiror SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Acquiror SEC Reports, assuming that the representation and warranty set forth in Section 4.21 is true and correct in all respects with respect to all information supplied by or on behalf of the XxXxxxx Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Acquiror SEC Reports.

SEC Filings. Bannix SeqLL has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal the Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal the Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SEC Reports.

SEC Filings. Bannix Atlas has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this the Original Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Atlas SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this the Original Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Atlas SEC Reports”). Each of the Bannix Atlas SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Atlas SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Atlas SEC Reports or the Additional Bannix Atlas SEC Reports (for purposes of the Additional Bannix Atlas SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Atlas SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for the purposes of the Additional Atlas SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date of this the Original Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Atlas SEC Reports.

SEC Filings. Bannix Parent has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Parent SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Parent SEC Reports”). Each of the Bannix Parent SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Parent SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Parent SEC Reports or the Additional Bannix Parent SEC Reports (for purposes of the Additional Bannix Parent SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Parent SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Parent SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Parent SEC Reports.

SEC Filings. Bannix The Company has timely filed with or furnished to the SEC, on a timely basis, all statementsreports, schedules, forms, reports statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it the Company since January 1, 2008 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Current Reports on Form 8-K, the “Company SEC Documents”). As of their respective filing dates, or, if revised, amended, supplemented or superseded by a later-filed Company SEC Document filed prior to the date of this Agreement with Agreement, as of the date of filing of the last such revision, amendment, supplement or superseding filing, the Company SEC pursuant Documents complied in all material respects with, to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the extent in effect at the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (includingAct of 1933, as applicable, amended (including the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder, the “Securities Act”), the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”) and the Xxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, “SOX”) applicable to the Bannix such Company SEC Reports or the Additional Bannix SEC Reports (for purposes Documents, and none of the Additional Bannix Company SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain Documents 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As None of the date Company SEC Documents (as revised, amended, supplemented or superseded by a later-filed Company SEC Document) contains any untrue statement of this Agreementa material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, there are no outstanding in light of the circumstances under which they were made, not misleading, which individually or unresolved comments in comment letters received from the aggregate would require an amendment, supplement or corrective filing to such Company SEC with respect to the Bannix SEC ReportsDocuments.

SEC Filings. Bannix (a) CHFW has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix CHFW SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix CHFW SEC Reports”). Each of the Bannix CHFW SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied with, and each of the Additional Bannix CHFW SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix CHFW SEC Reports or the Additional Bannix CHFW SEC Reports (for purposes of the Additional Bannix CHFW SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix CHFW SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix CHFW SEC Reports.

SEC Filings. Bannix SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC SEC, pursuant to Federal the Exchange Act or the Securities Laws Act since its initial public offering October 19, 2020 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingtheir filing through the date hereof, the “Bannix SPAC SEC ReportsFilings”), and, as of the ClosingClosing Date, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal the Exchange Act or the Securities Laws Act through the Closing Date (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of their filing, but excluding the Registration Statement and the Proxy Statement/Prospectus, the “Additional Bannix SPAC SEC ReportsFilings”). Each of the Bannix SPAC SEC ReportsFilings, as of their the respective dates date of its filing, and as of the date of any amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix SPAC SEC ReportsFilings, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, as applicablethe Exchange Act, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) thereunder applicable to the Bannix SPAC SEC Reports Filings or the Additional Bannix SPAC SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein)Filings. As of their the respective dates date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Bannix SPAC SEC Reports Filings did not 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 made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SPAC SEC ReportsFilings. To the Knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix SPAC has timely filed or furnished all statements, forms, reports reports, schedules, registration statements, prospectus and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering IPO (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SPAC SEC Reports”), and, as of the Closing, and will have filed or furnished file all other statements, such forms, reports reports, schedules, statements and other documents required to be filed or furnished by it subsequent to the date of this Agreement Agreement. Except to the extent available on the SEC’s web site through XXXXX, SPAC has delivered or made available to the Company copies in the form filed with the SEC pursuant to Federal Securities Laws through of all of the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SPAC SEC Reports”). Each of the Bannix SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SPAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SPAC SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix CCTS has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (“IPO”) (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix CCTS SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement hereof with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy StatementStatement to be filed by Holdco, the “Additional Bannix CCTS SEC Reports”). Each of the Bannix CCTS SEC Reports, as of their respective dates of filingdates, and as of the date of any amendment or filing that superseded the initial filing, complied with, and each of the Additional Bannix CCTS SEC Reports, as of their respective dates of filingdates, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunderAct) applicable to the Bannix CCTS SEC Reports or the Additional Bannix CCTS SEC Reports (for purposes of the Additional Bannix CCTS SEC Reports, assuming that the representation and warranty set forth in Section ‎3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion therein). As of their respective dates of filing, the CCTS SEC Reports did not 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, in the light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional CCTS SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix CCTS SEC Reports.

SEC Filings. Bannix Prior to the Closing, the registration statement of the Company on Form F-1 to be filed with the United States Securities and Exchange Commission (the “SEC”), as supplemented or amended, (the “Registration Statement”) shall have been declared effective by the SEC. The Company has timely filed with, or furnished to, the SEC, on a timely basis, all statementsdocuments, forms, statements (including the Registration Statement and the prospectus therein), certifications and reports and documents required to be filed or furnished by it prior pursuant to the date of this Agreement Securities Act in connection with the SEC pursuant to Federal Securities Laws since its initial public offering Offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC ReportsAct Documents”). Each of Securities Act Document (including the Bannix SEC Reports, as of their respective dates of filing, Registration Statement and as of the date of any amendment or filing that superseded the initial filing, complied prospectus therein) conforms and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will complyconform, in all material respects with to the applicable requirements of the Federal Securities Laws (including, as applicable, and the SxxxxxxxU.S. Xxxxxxxx-Xxxxx Act of 2002, as amended (“Xxxxxxxx-Xxxxx Act”) and any the rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reportsthereunder and does not, assuming that as of the representation date hereof, and warranty set forth in Section 3.23 is true will not, as of the applicable effective date and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filingthe Closing Date, the Bannix SEC Reports did not contain any an 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, in light of the circumstances under which they were made or will be made, as applicable, therein not misleading. As Except for pricing information for the Offering, the Registration Statement, in the form in which it is declared effective by the SEC, will not contain any information that describes a fact, event, occurrence, circumstance, condition, change, development or result that is materially adverse to the Company or any of its Subsidiaries or would otherwise reasonably be expected to have a Material Adverse Effect. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the Securities Act Documents or to be filed as material contracts in the exhibits to the Securities Act Documents but have not been so described, disclosed or filed. At the Closing, the Company will be in compliance with the Xxxxxxxx-Xxxxx Act (if applicable) and the applicable listing and corporate governance rules and regulations of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SEC Reportsstock exchange where its ADSs will be listed.

SEC Filings. Bannix Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC since the Acquiror Inception Date pursuant to Federal the Exchange Act or the Securities Act or other applicable securities Laws since its initial public offering other than the Registration Statement, Prospectus and the Proxy Statement (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to their filing through the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy StatementAgreement, the “Additional Bannix Acquiror SEC ReportsFilings”). Each of the Bannix Acquiror SEC ReportsFilings, as of their respective dates the date of its filing, and as of the date of any amendment or filing that superseded the initial filingthereof, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) other securities Laws applicable to the Bannix Acquiror SEC Reports Filings. None of the Acquiror SEC Filings, as of the date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Additional Bannix SEC Reports (for purposes Closing Date, then on the date of the Additional Bannix SEC Reportssuch filing), assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Acquiror SEC ReportsFilings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. Notwithstanding the foregoing, this representation and warranty shall not apply to any statement or information in the Acquiror SEC Filings that relates to (i) the topics referenced in the SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” on April 12, 2021, (ii) the classification of shares of Acquiror Common Stock as permanent or temporary equity, or (iii) any subsequent guidance, statements or interpretations issued by the SEC or the staff of the SEC to the extent applicable to the foregoing clause (i) or (ii) (collectively, the “SEC Guidance”), and no correction, amendment or restatement of any of the Acquiror SEC Filings due to the SEC Guidance shall be deemed to be a breach of any representation or warranty by Acquiror.

SEC Filings. Bannix Except as set forth in Section 4.13 of the SPAC Disclosure Schedules, SPAC has timely filed or furnished furnished, as applicable, on a timely basis, all statements, prospectuses, registration statements, forms, certifications, schedules, exhibits, reports and documents required to be filed or furnished by it prior to with the SEC (collectively, as they have been amended or supplemented since the time of their filing through the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingAgreement, the “Bannix SPAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC ReportsFilings”). Each of the Bannix SPAC SEC ReportsFilings, as of their the respective dates date of its filing, and as of the date of any amendment or filing that superseded the initial filingsupplement thereto, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, as applicable, the Exchange Act or the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SPAC SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein)Filings. As of their the respective dates date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Bannix SPAC SEC Reports Filings did not not, and any SPAC SEC Filings filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SPAC SEC ReportsFilings. To the knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement. Except as set forth in Section 4.13 of the SPAC Disclosure Schedules, to the knowledge of SPAC, each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC has not taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act.

SEC Filings. Bannix Yucaipa has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingfiling through the date hereof, the “Bannix Yucaipa SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix Yucaipa SEC Reports”). Each of the Bannix Yucaipa SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Yucaipa SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Yucaipa SEC Reports or the Additional Bannix Yucaipa SEC Reports (for purposes of the Additional Bannix Yucaipa SEC Reports, assuming that the representation and warranty set forth in Section 3.23 4.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company and its Subsidiaries expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Yucaipa SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Yucaipa SEC Reports, assuming that the representation and warranty set forth in Section 4.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Company and its Subsidiaries expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Yucaipa SEC Reports.

SEC Filings. Bannix SOAC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SOAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix SOAC SEC Reports”). Each of the Bannix SOAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SOAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SOAC SEC Reports or the Additional Bannix SOAC SEC Reports (for purposes of the Additional Bannix SOAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SOAC SEC Reports did not 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, in light Misrepresentation (for purposes of the circumstances under which they were made Additional SOAC SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or will be made, as applicable, not misleadingon behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SOAC SEC Reports.

SEC Filings. Bannix ARYA has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix ARYA SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix ARYA SEC Reports”). Each of the Bannix ARYA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix ARYA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix ARYA SEC Reports or the Additional Bannix ARYA SEC Reports (for purposes of the Additional Bannix ARYA SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix ARYA SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix ARYA SEC Reports.

SEC Filings. Bannix Except for the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, Redwoods has timely filed or furnished all statements, forms, reports and documents documents, including its audited balance sheet as of December 31, 2022 and unaudited balance sheet as of March 31, 2023, required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Redwoods SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been may be supplemented, modified or amended since after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix Redwoods SEC Reports”). Each of the Bannix Redwoods SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects, and each of the Additional Bannix Redwoods SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded supersedes the initial filing, will comply, comply in all material respects respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Redwoods SEC Reports or the Additional Bannix Redwoods SEC Reports (Reports; provided that, for purposes of the Additional Bannix Redwoods SEC Reports, assuming that the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 is being true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Redwoods SEC Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading in any material respect. As of the date of this Agreement, there There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Redwoods SEC Reports.

SEC Filings. Bannix HYAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation and made publicly available no later than one day prior to the date of this Agreement (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix HYAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement through the Closing with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix HYAC SEC Reports”). Each of the Bannix HYAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial Table of Contents filing, complied complied, and each of the Additional Bannix HYAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicablefor the avoidance of doubt, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix HYAC SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix HYAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix HYAC SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. Assuming that any information furnished to HYAC by or on behalf of the Sellers in respect of the Group Companies or Holding Companies prior to the Closing expressly for use in the Additional HYAC SEC Reports does not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading, as of their respective dates of filing, the Additional HYAC SEC Reports will meet the same standard. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix HYAC SEC Reports. To the knowledge of HYAC, none of the HYAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The certifications and statements required by (a) Rule 13a-14 or 15d-14 under the Exchange Act, or (b) 18 U.S.C. § 1350 (Section 906) of the Xxxxxxxx-Xxxxx Act with respect to the HYAC SEC Reports are, and with respect to the Additional HYAC SEC Reports will be, each true and correct in all material respects. Except as disclosed in the HYAC SEC Reports, to the knowledge of HYAC, each director and executive officer of HYAC has filed with the SEC on a timely basis all statements required with respect to HYAC by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings. Bannix AmeriPath has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the Securities and Exchange Commission (“SEC”) since 1997. AmeriPath has delivered or made available to the Sellers all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that AmeriPath may file subsequent to the date hereof), as amended, are referred to herein as the “AmeriPath SEC Reports.” As of their respective dates, AmeriPath SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder (collectively, the “Securities Act”), or the Exchange Act, as the case may be, the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such AmeriPath SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyAgreement, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to then on the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of such filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleading. As of , except to the extent corrected prior to the date hereof by a subsequently filed AmeriPath SEC Report. None of this AgreementAmeriPath Subsidiaries is required to file any forms, there are reports or other documents with the SEC. Notwithstanding the foregoing, AmeriPath makes no outstanding representation or unresolved comments in comment letters received from the SEC warranty with respect to information supplied by or on behalf of the Bannix SEC ReportsSellers or the Merger Sub that is contained in any of the foregoing documents, or which either of them failed to supply.

SEC Filings. Bannix Parent has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2004. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof) are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to then on the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified such amended or amended since the time of superceding filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleading. As None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Parent has previously furnished to the Company a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. Parent has responded to all comment letters of the date staff of this Agreementthe SEC relating to Parent SEC Reports, there and the SEC has not advised Parent that any final responses are no outstanding inadequate, insufficient or unresolved comments in otherwise non-responsive. Parent has made available to the Company true, correct and complete copies of all correspondence between the SEC, on the one hand, and Parent and any of its Subsidiaries, on the other, including all SEC comment letters received from and responses to such comment letters by or on behalf of Parent. To Parent’s Knowledge, none of Parent’s SEC Reports is the subject of ongoing SEC review or outstanding SEC comment. Parent and, to the Parent’s Knowledge, each of its officers and directors are in compliance with, and have complied, in each case in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated under or pursuant to such act and (ii) the applicable listing and corporate governance rules and regulations of NYSE. Each required form, report and document containing financial statements that has been filed with or submitted to the SEC with respect by Parent was accompanied by the certifications required to be filed or submitted by Parent’s chief executive officer and/or chief financial officer, as required, pursuant to the Bannix SEC ReportsXxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. Neither Parent nor, to Parent’s Knowledge, any of its executive officers has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing such certifications.

SEC Filings. Bannix PTAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix PTAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix PTAC SEC Reports”). Each of the Bannix PTAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix PTAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, including the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix PTAC SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix PTAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix PTAC SEC Reports. The PTAC SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any PTAC SEC Report has been superseded by a later timely filed PTAC SEC Report) 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.

SEC Filings. Bannix ACT has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix ACT SEC Reports”), and, as of the Closing, will have timely filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix ACT SEC Reports”). Each of the Bannix ACT SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix ACT SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix ACT SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix ACT SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix ACT SEC Reports did not not, and the Additional ACT SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional ACT SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix ACT SEC Reports. To the knowledge of ACT, none of the ACT SEC Reports are subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix Pioneer has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities applicable Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Pioneer SEC Reports”), ) and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities applicable Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Pioneer SEC Reports”). Each of the Bannix Pioneer SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Pioneer SEC Reports, as of their respective dates of filingfiling (or, if amended, as of the date of such amendment), and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities applicable Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Pioneer SEC Reports or the Additional Bannix Pioneer SEC Reports (for purposes of the Additional Bannix Pioneer SEC Reports, assuming that the representation and warranty set forth in Section 3.23 4.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Pioneer SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 4.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Pioneer SEC Reports.

SEC Filings. Bannix (i) ITGI has timely filed or furnished with the SEC all statements, required forms, reports reports, registration statements and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering January 1, 1999 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix "ITGI SEC Reports”REPORTS"), and, all of which complied as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, form in all material respects with the applicable requirements provisions of the Federal Securities Laws (includingAct or the Exchange Act, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein)case may be. As of their respective dates of filingdates, the Bannix ITGI SEC Reports (including all exhibits and schedules thereto and documents incorporated by reference therein) did not, as of their respective dates, and do not contain any untrue statement of a material fact concerning ITGI and its subsidiaries or omit to state a material fact required to be stated therein concerning ITGI and its subsidiaries or necessary to make the statements therein, in light of the circumstances under which they were made made, not misleading concerning ITGI and its subsidiaries. (ii) ITGI will deliver to JEFG as soon as they become available true and complete copies of any report or other document mailed by ITGI to its securityholders generally or filed by it with the SEC, in each case subsequent to the date hereof and prior to the Effective Time (the "SUBSEQUENT ITGI REPORTS"). As of their respective dates, the Subsequent ITGI Reports will not contain any untrue statement of a material fact or omit to state a material fact concerning ITGI and its subsidiaries or omit to state a material fact required to be stated therein concerning ITGI and its subsidiaries or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading concerning ITGI and its subsidiaries and will comply in all material respects with all applicable requirements of law. The audited consolidated financial statements and unaudited consolidated interim financial statements of ITGI and its subsidiaries included or incorporated by reference in the ITGI SEC Reports or to be included or incorporated by reference in the Subsequent ITGI Reports have been prepared or will be madeprepared in accordance with GAAP and fairly present or will fairly present the consolidated financial position of ITGI and its subsidiaries, as applicable, not misleading. As of the date dates thereof and the consolidated results of this Agreementoperations and consolidated cash flow for the periods to which they relate (subject, there are no outstanding or unresolved comments in comment letters received from the SEC with respect case of any unaudited interim financial statements, to normal year-end adjustments and to the Bannix SEC Reports.extent they may not include footnotes or may be condensed or summary statements). (g)

SEC Filings. Bannix Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Acquiror SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Acquiror SEC Reports”). Each of the Bannix Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Acquiror SEC Reports or the Additional Bannix Acquiror SEC Reports (for purposes of the Additional Bannix Acquiror SEC Reports, assuming that the representation and warranty set forth in Section 3.23 ‎Section 3.24 is true and correct in all respects with respect to all information supplied by or on behalf of each Group Companies expressly Company specifically for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Acquiror SEC Reports. The Acquiror SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any Acquiror SEC Report has been superseded by a later timely filed Acquiror SEC Report) 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 (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in ‎Section 3.24 is true and correct in all respects with respect to all information supplied by or on behalf of each Group Company specifically for inclusion or incorporation by reference therein).

SEC Filings. Bannix Capstar has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Capstar SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Capstar SEC Reports”). Each of the Bannix Capstar SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Capstar SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Capstar SEC Reports or the Additional Bannix Capstar SEC Reports (for purposes of the Additional Bannix Capstar SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all material respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Capstar SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Capstar SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all material respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Bannix Capstar SEC Reports.

SEC Filings. Bannix LTX-Credence has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant since August 1, 2008. LTX-Credence has made available to Federal Securities Laws since its initial public offering (collectivelyVerigy all such registration statements, and together with any exhibits and schedules thereto prospectuses, reports, schedules, forms, statements and other information incorporated thereindocuments in the form filed with the SEC that are not publicly available through the SEC’s EXXXX database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as they have been supplemented, modified or amended since the time “LTX-Credence SEC Reports.” As of filingtheir respective dates, the LTX-Credence SEC Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Bannix SEC ReportsSecurities Act”), andor the Exchange Act, as the case may be, and the rules and regulations of the Closing, SEC thereunder applicable to such LTX-Credence SEC Reports. All LTX-Credence SEC Reports (x) were or will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing on a timely basis, (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since y) at the time of filingfiled, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment were or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, be prepared in compliance in all material respects with the applicable requirements of the Federal Securities Laws (includingAct and the Exchange Act, as applicablethe case may be, and the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) of the SEC thereunder applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix such LTX-Credence SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports (z) did not or will not at the time they were filed or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. None of LTX-Credence’s Subsidiaries is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. LTX-Credence has heretofore made available to Verigy correct and complete copies of all material correspondence with the SEC occurring since August 1, 2008 that is not publicly available through the SEC’s EXXXX database. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from issued by the staff of the SEC with respect to any of the Bannix LTX-Credence SEC Reports.

SEC Filings. Bannix ACAH has timely filed (subject to extensions to filing deadlines, as applicable) or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix ACAH SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix ACAH SEC Reports”). Each of the Bannix ACAH SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix ACAH SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix ACAH SEC Reports or the Additional Bannix ACAH SEC Reports (for purposes of the Additional Bannix ACAH SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.24 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix ACAH SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for the purposes of the Additional ACAH SEC Reports, assuming that the representation and warranty set forth in Section 3.24 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix ACAH SEC Reports.

SEC Filings. Bannix Mountain has timely filed in all respects or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Mountain SEC Reports”), in each case, except as would not reasonably be expected to be material to Mountain, and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Mountain SEC Reports”). Each of the Bannix Mountain SEC Reports, as of their respective dates of filing or being furnished, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Mountain SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, comply in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Mountain SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix Mountain SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Mountain SEC Reports did not not, and the Additional Mountain SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Mountain SEC Reports. To Mountain’s knowledge, none of the Mountain SEC Reports is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix CHP has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering IPO (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix CHP SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix CHP SEC Reports”). Each of the Bannix CHP SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix CHP SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix CHP SEC Reports or the Additional Bannix CHP SEC Reports (for purposes of the Additional Bannix CHP SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix CHP SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix CHP SEC Reports.

SEC Filings. Bannix Priveterra has timely filed or furnished all statements, forms, reports and documents documents, including its audited balance sheet as of December 31, 2021 and unaudited balance sheet as of September 30, 2021, required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Priveterra SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been may be supplemented, modified or amended since after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix Priveterra SEC Reports”). Each of the Bannix Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects, and each of the Additional Bannix Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded supersedes the initial filing, will comply, comply in all material respects respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Priveterra SEC Reports or the Additional Bannix Priveterra SEC Reports (Reports; provided that, for purposes of the Additional Bannix Priveterra SEC Reports, assuming that the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 is being true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Priveterra SEC Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading in any material respect. As of the date of this Agreement, there There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Priveterra SEC Reports.

SEC Filings. Bannix Parent has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since February 1, 2003. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC that are not publicly available through the SEC’s XXXXX database. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents are referred to herein as the “Parent SEC Reports.” As of their respective dates, the Parent SEC Reports complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports. The Parent SEC Reports did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to then on the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of such filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date hereof, none of this AgreementParent’s Subsidiaries is required to file any forms, reports or other documents with the SEC. As of the date hereof, Parent has previously furnished to the Company a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC, but which are required to be filed, to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from issued by the staff of the SEC with respect to any of the Bannix Parent SEC Reports.

SEC Filings. Bannix (a) Parent has timely filed or and furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyall forms, and together with any exhibits and schedules thereto and other information incorporated thereinreports, and as they have been supplementedcertifications, modified or amended since the time of filingprospectuses, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other proxy statements, formsschedules, reports statements, and other documents required to be filed by it since October 1, 2019 under the Securities Act, the Exchange Act, and all other federal securities laws. All forms, reports, certifications, prospectuses, proxy statements, schedules, statements, and other documents (including all amendments thereto) filed or furnished on a voluntary basis on Form 8-K by it subsequent to the date of this Agreement Parent with the SEC since such date are herein collectively referred to as the "SEC Filings." Copies of all SEC Filings are publicly available on EXXXX. To the extent that any SEC Filing available on EXXXX contains redactions pursuant to Federal Securities Laws through a request for confidential treatment or otherwise, Parent has made available to the Closing (collectively, and together Company the full text of all such SEC Filing that it has so filed or furnished with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”)SEC. Each of the Bannix SEC ReportsFilings, as of their respective dates of filingat the time filed, and or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), complied and each as to form in all material respects with applicable requirements of federal securities laws. None of the Additional Bannix SEC ReportsFilings, as of their respective dates of filingincluding any financial statements, and schedules or exhibits included or incorporated by reference therein, at the time filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of any the last such amendment or filing that superseded the initial superseding filing), will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As All Parent Material Contracts have been included in the SEC Filings, except for those contracts not required to be filed pursuant to the rules and regulations of the date SEC. None of this AgreementParent's Subsidiaries is required to file or furnish any forms, there are no outstanding reports, or unresolved comments in comment letters received from other documents with the SEC with respect to the Bannix SEC ReportsSEC.

SEC Filings. Bannix Acquiror has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior made available to the date Company and the Shareholders' Representative correct and complete copies of this Agreement (i) its Annual Reports on Form 10-K for the years ended December 31, 1994, 1995 and 1996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of shareholders (whether annual or special) of Acquiror since January 1, 1994, as filed with the SEC, and (iii) all other reports filed pursuant to the Exchange Act (including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Acquiror with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyJanuary 1, 1994 and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have all registration statements filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement Acquiror with the SEC pursuant since January 1, 1995 (the reports and statements set forth in clauses (i), (ii) and (iii), above, are referred to Federal Securities Laws through collectively as the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”"ACQUIROR SECURITIES FILINGS"). Each of the Bannix SEC Reports, The Acquiror Securities Filings complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Exchange Act and any the rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC ReportsCommission thereunder, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects Acquiror has received no notice of violation with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, thereto from the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingSEC. As of the date of this Agreement, hereof there are no outstanding claims, actions, proceedings or unresolved comments investigations pending or, to the best knowledge of Acquiror, threatened against Acquiror or any of its Subsidiaries, or any properties or rights of Acquiror or any of its Subsidiaries, before any court, administrative, governmental or regulatory authority or body which is or will be required to be described in comment letters received from any Acquiror Securities Filing that is not so described. Since January 1, 1994, other than the Acquiror Securities Filings, Acquiror has not been required to file any report or other document with the SEC with respect pursuant to the Bannix requirements of the Exchange Act which has not been timely filed with the SEC. Any documents filed by Acquiror with the SEC Reportsafter the date hereof, that would have constituted Acquiror Securities Filings if filed prior to the date hereof, shall be provided to the Company; and each such document, shall constitute Acquiror Securities Filings for purposes hereof.

SEC Filings. Bannix Except as set forth on Section 4.8 of the SilverBox Disclosure Schedules, SilverBox has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SilverBox SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix SilverBox SEC Reports”). Each of the Bannix SilverBox SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SilverBox SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SilverBox SEC Reports or the Additional Bannix SilverBox SEC Reports (for purposes of the Additional Bannix SilverBox SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.25 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SilverBox SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SilverBox SEC Reports, assuming that the representation and warranty set forth in Section 3.25 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SilverBox SEC Reports.

SEC Filings. Bannix Parent has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Parent SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Parent SEC Reports”). Each of the Bannix Parent SEC Reports, as of their respective dates of filingfiling or furnishing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Parent SEC Reports, as of their respective dates of filingfiling or furnishing, and as of the date of any amendment or filing or furnishing that superseded the initial filingfiling or furnishing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Parent SEC Reports or the Additional Bannix Parent SEC Reports (for purposes of the Additional Bannix Parent SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filingfiling or furnishing, the Bannix Parent SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Parent SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Bannix Parent SEC Reports.

SEC Filings. Bannix RACA has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix "RACA SEC Reports”"), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “"Additional Bannix RACA SEC Reports”"). Each of the Bannix RACA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix RACA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix RACA SEC Reports or the Additional Bannix RACA SEC Reports (for purposes of the Additional Bannix RACA SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix RACA SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional RACA SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Bannix RACA SEC Reports.

SEC Filings. Bannix (a) THMA has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix THMA SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix THMA SEC Reports”). Each of the Bannix THMA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix THMA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix THMA SEC Reports or the Additional Bannix THMA SEC Reports (for purposes of the Additional Bannix THMA SEC Reports, assuming that the representation and warranty set forth in Section 3.23 4.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix THMA SEC Reports did not not, and the Additional THMA SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As misleading (for purposes of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Additional THMA SEC Reports, assuming the accuracy of any information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein).

SEC Filings. Bannix Atlantic has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal the Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Atlantic SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal the Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix Atlantic SEC Reports”). Each of the Bannix Atlantic SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Atlantic SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Atlantic SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix Atlantic SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Atlantic SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Atlantic SEC Reports.

SEC Filings. Bannix ESP has timely filed or with and furnished to and will continue to file with and furnish to the SEC all statements, forms, documents and reports and documents (including exhibits) required to be filed or furnished by it prior to the date of this Agreement Closing by ESP with the SEC pursuant SEC. As of their respective dates, or, if amended prior to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filinglast such amendment, complied the SEC Reports comply and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, comply in all material respects with the applicable requirements of the Federal Securities Laws (includingAct and the Exchange Act, as applicablethe case may be, and the Sxxxxxxx-Xxxxx Act and any applicable rules and regulations promulgated thereunder) applicable to pursuant thereto, and none of the Bannix SEC Reports specify or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain will specify any untrue statement of a material fact or omit to state a specify or incorporate by reference any material fact required to be stated specified or incorporated by reference therein or necessary to make the statements information specified therein, in light of considering the circumstances under pursuant to which they were made or will be made, as applicablethat information is disclosed, not misleading. ESP will make available to ARI correct and complete copies of all material correspondence among the SEC, on the one hand, and ESP, on the other hand, occurring and prior to the Closing. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the SEC Reports. As of the date hereof, to the knowledge of ESP, none of the SEC Reports is the subject of ongoing SEC review, outstanding SEC comment or SEC investigation. The financial statements of ESP included in the SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect at the time of filing, have been prepared in accordance with U.S. GAAP (except in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial situation and condition of ESP as of the dates thereof and its results of operations and cash flows for the periods shown (subject, in the case of unaudited statements, to the Bannix SEC Reportsnormal year-end audit adjustments).

SEC Filings. Bannix STPK has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix STPK SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix STPK SEC Reports”). STPK has heretofore furnished to the Company true and correct copies of all amendments and modifications, if any, that have not been filed by STPK with the SEC to all agreements, documents and other instruments that previously had been filed by STPK with the SEC and are currently in effect. Each of the Bannix STPK SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix STPK SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, including the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix STPK SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix STPK SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix STPK SEC Reports. The STPK SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any STPK SEC Report has been superseded by a later timely filed STPK SEC Report), and the Additional STPK SEC Reports will not, at the time they are 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.

SEC Filings. Bannix JAWS has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix JAWS SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix JAWS SEC Reports”). Each of the Bannix JAWS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix JAWS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix JAWS SEC Reports or the Additional Bannix JAWS SEC Reports (for purposes of the Additional Bannix JAWS SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix JAWS SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix JAWS SEC Reports.

SEC Filings. Bannix AMHC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix AMHC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix AMHC SEC Reports”). Each of the Bannix AMHC SEC Reports, as of their respective dates of filingfiling or furnishing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix AMHC SEC Reports, as of their respective dates of filingfiling or furnishing, and as of the date of any amendment or filing or furnishing that superseded the initial filingfiling or furnishing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix AMHC SEC Reports or the Additional Bannix AMHC SEC Reports (for purposes of the Additional Bannix AMHC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filingfiling or furnishing, the Bannix AMHC SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional AMHC SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Bannix AMHC SEC Reports.

SEC Filings. Bannix (a) DHHC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix DHHC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix DHHC SEC Reports”). Each Except as in connection with the SEC SPAC Accounting Changes, each of the Bannix DHHC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix DHHC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix DHHC SEC Reports or the Additional Bannix DHHC SEC Reports (for purposes of the Additional Bannix DHHC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 4.23 is true and correct in all respects with respect to all information supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein). As Except as in connection with the SEC SPAC Accounting Changes, as of their respective dates of filing, the Bannix DHHC SEC Reports did not not, and the Additional DHHC SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As misleading (for purposes of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Additional DHHC SEC Reports, assuming the accuracy of any information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference therein).

SEC Filings. Bannix Pathfinder has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Pathfinder SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement Agreement, including any Schedule 14D-9 in connection with the Tender Offer to be launched by Xxxxxxxxx Partners in connection with the FP Financing, with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Pathfinder SEC Reports”). Each of the Bannix Pathfinder SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Pathfinder SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Pathfinder SEC Reports or the Additional Bannix Pathfinder SEC Reports (for purposes of the Additional Bannix Pathfinder SEC Reports, assuming that the representation and warranty set forth in Section 3.23 2.23 is true and correct in all respects with respect to all information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference thereinprior to the Closing in the Registration Statement / Proxy Statement). As of their respective dates of filing, the Bannix Pathfinder SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Pathfinder SEC Reports, assuming that the representation and warranty set forth in Section 2.23 is true and correct in all respects with respect to all information supplied or to be supplied by or on behalf of the Group Companies expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Pathfinder SEC Reports.

SEC Filings. Bannix FEAC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering IPO (collectively, including all of the statements, forms, reports and documents filed or furnished by it in connection with and subsequent to its IPO, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix FEAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix FEAC SEC Reports”). Each of the Bannix FEAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix FEAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix FEAC SEC Reports or the Additional Bannix FEAC SEC Reports (for purposes of the Additional Bannix FEAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix FEAC SEC Reports did not 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, in light Misrepresentation (for purposes of the circumstances under which they were made Additional FEAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or will be made, as applicable, not misleadingon behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix FEAC SEC Reports. To the knowledge of FEAC, none of the FEAC SEC Reports or the Additional FEAC SEC Reports is subject to ongoing SEC review or investigation.

SEC Filings. Bannix The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports statements and other documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act since January 1, 2015 (all such registration statements, prospectuses, reports, schedules, forms, statements and other documents filed or furnished by the Company since January 1, 2015, including those filed or furnished subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (Agreement, collectively, and together with any all exhibits and schedules thereto and other information incorporated by reference therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix Company SEC ReportsDocuments”). Each of the Bannix SEC Reports, as As of their respective filing dates of (or, if amended or superseded by a subsequent filing, and as of the date of any the last such amendment or superseding filing that superseded prior to the initial filingdate of this Agreement), complied and each of the Additional Bannix Company SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, Documents complied in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and any the applicable rules and regulations promulgated thereunder) applicable . None of the Company SEC Documents, at the time filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes date of the Additional Bannix SEC Reportsthis Agreement), assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As None of the date Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC other than as part of this Agreement, there the Company’s consolidated group. There are no outstanding or unresolved comments in any comment letters received from the SEC staff received by the Company with respect to the Bannix Company SEC ReportsDocuments. To the Knowledge of the Company, none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Since January 1, 2015, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act or by Rule 13a-14 or 15d-14 under the Exchange Act with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct in all material respects on the date such certifications were made.

SEC Filings. Bannix Armada has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to U.S. Federal Securities Laws since its initial public offering (collectively, including all of the statements, forms, reports and documents filed or furnished by it in connection with and subsequent to its IPO, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Armada SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Armada SEC Reports”). Each of the Bannix Armada SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Armada SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Armada SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix Armada SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Armada SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Armada SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Armada SEC Reports. To the knowledge of Armada, none of the Armada SEC Reports or the Additional Armada SEC Reports is subject to ongoing SEC review or investigation.

SEC Filings. Bannix IIAC has timely filed or furnished all statements, forms, certifications, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering November 23, 2020 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix IIAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix IIAC SEC Reports”). Each of the Bannix IIAC SEC Reports, as of their respective dates of filingfiling or being furnished, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix IIAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix IIAC SEC Reports or the Additional Bannix IIAC SEC Reports (for purposes of the Additional Bannix IIAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading). As of their respective dates of filing, the Bannix IIAC SEC Reports did not not, and the Additional IIAC SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading (for purposes of the Additional IIAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix IIAC SEC Reports. To IIAC’s knowledge, none of the IIAC SEC Reports is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports statements and other documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act since January 1, 2017 (all such registration statements, prospectuses, reports, schedules, forms, statements and other documents filed or furnished by the Company since January 1, 2017, including those filed or furnished subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (Agreement, collectively, and together with any all exhibits and schedules thereto and other information incorporated by reference therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix Company SEC ReportsDocuments”). Each of the Bannix SEC Reports, as As of their respective filing dates of (or, if amended or superseded by a subsequent filing, and as of the date of any the last such amendment or superseding filing that superseded prior to the initial filingdate of this Agreement), complied and each of the Additional Bannix Company SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, Documents complied in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, as applicable, the Exchange Act and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and any the applicable rules and regulations promulgated thereunder) applicable . None of the Company SEC Documents, at the time filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes date of the Additional Bannix SEC Reportsthis Agreement), assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As None of the date Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC other than as part of this Agreement, there the Company’s consolidated group. There are no outstanding or unresolved comments in any comment letters received from the SEC staff received by the Company with respect to the Bannix Company SEC ReportsDocuments. To the Knowledge of the Company, none of the Company SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. Since January 1, 2017, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act or by Rule 13a-14 or 15d-14 under the Exchange Act with respect to the Company SEC Documents, and the statements contained in such certifications were complete and correct in all material respects on the date such certifications were made.

SEC Filings. Bannix Atlas has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Atlas SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Atlas SEC Reports”). Each of the Bannix Atlas SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Atlas SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Atlas SEC Reports or the Additional Bannix Atlas SEC Reports (for purposes of the Additional Bannix Atlas SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Atlas SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for the purposes of the Additional Atlas SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Atlas SEC Reports.

SEC Filings. Bannix DYNS has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix DYNS SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been may be supplemented, modified or amended since after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix DYNS SEC Reports”). Each of the Bannix DYNS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects, and each of the Additional Bannix DYNS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded supersedes the initial filing, will comply, comply in all material respects respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix DYNS SEC Reports or the Additional Bannix DYNS SEC Reports (Reports; provided that, for purposes of the Additional Bannix DYNS SEC Reports, assuming that the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 is being true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix DYNS SEC Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading in any material respect. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix DYNS SEC Reports.

SEC Filings. Bannix The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2019 (the “Company SEC Documents”). As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix Company SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (includingAct of 1933, as applicableamended (the “Securities Act”), the SxxxxxxxExchange Act, and the Xxxxxxxx-Xxxxx Act and any of 2002 (including the rules and regulations promulgated thereunder) , the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to the Bannix such Company SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix Company SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of the date Company, none of this Agreement, the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix Company SEC ReportsDocuments. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC and neither the Company nor any of its Subsidiaries is required to file or furnish any forms, reports, or other documents with any securities regulation (or similar) regime of a non-United States Governmental Entity.

SEC Filings. Bannix PACI has timely filed or furnished all statements, prospectuses, registration statements, forms, reports reports, and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC SEC, pursuant to Federal the Exchange Act or the Securities Laws Act since its initial public offering May 21, 2021 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingtheir filing through the date hereof, the “Bannix PACI SEC ReportsFilings”), and, as of the ClosingClosing Date, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal the Exchange Act or the Securities Laws Act through the Closing Date (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of their filing, but excluding the Registration Statement and the Proxy Statement/Prospectus, the “Additional Bannix PACI SEC ReportsFilings”). Each of the Bannix PACI SEC ReportsFilings, as of their the respective dates date of its filing, and as of the date of any amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix PACI SEC ReportsFilings, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix PACI SEC Reports Filings or the Additional Bannix PACI SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein)Filings. As of their the respective dates date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Bannix PACI SEC Reports Filings did not 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 made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix PACI SEC ReportsFilings. To the Knowledge of PACI, none of the PACI SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix BOA has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix BOA SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix BOA SEC Reports”). Each of the Bannix BOA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix BOA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix BOA SEC Reports or the Additional Bannix BOA SEC Reports (for purposes of the Additional Bannix BOA SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix BOA SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix BOA SEC Reports.

SEC Filings. Bannix Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and schedules thereto and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2019, (the “Parent SEC Documents”). True, correct, and complete copies of all Parent SEC Documents are publicly available on EXXXX. To the extent that any Parent SEC Document available on EXXXX contains redactions pursuant to a request for confidential treatment or otherwise, Parent has made available to the Company the full text of all such Parent SEC Documents that it has so filed or furnished with the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix Parent SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, as applicablethe Exchange Act, and the Sxxxxxxx-Xxxxx Act Act, and any the rules and regulations promulgated thereunder) of the SEC thereunder applicable to the Bannix such Parent SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix Parent SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of the date Parent, none of this Agreement, the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix Parent SEC ReportsDocuments. None of Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings. Bannix LIFD has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2021 (the “LIFD SEC Documents”). True, correct, and complete copies of all the LIFD SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix LIFD SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, Documents conform in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, as applicableand the Exchange Act, and the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) of the SEC thereunder applicable to the Bannix such LIFD SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix LIFD SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading, except that LIFD makes no representation as to the accuracy and completeness of its risk factors and other disclosures regarding the growing, extraction, testing, manufacturing, sale, distribution or transport of marijuana products, hemp products, hemp-derived products, other cannabis industry products, or psychoactive or psychedelic products. As To the Knowledge of LIFD, none of the date LIFD SEC Documents is the subject of this Agreementongoing SEC review or outstanding SEC investigation. None of LIFD’s Subsidiaries is required to file or furnish any forms, there are no outstanding reports, or unresolved comments in comment letters received from other documents with the SEC with respect to the Bannix SEC ReportsSEC.

SEC Filings. Bannix AQSP has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2016 (the “AQSP SEC Documents”). True, correct, and complete copies of all the AQSP SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC. As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix AQSP SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, as applicableand the Exchange Act, and the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) of the SEC thereunder applicable to the Bannix such AQSP SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix AQSP SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading, except that AQSP makes no representation hereunder as to the accuracy and completeness of its risk factors and other disclosures regarding the manufacturing, sale, distribution or transport of CBD-infused products. As To the Knowledge of AQSP, none of the date AQSP SEC Documents is the subject of this Agreement, ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix AQSP SEC ReportsDocuments. None of AQSP’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings. Bannix The Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC (the "SEC Documents"), except where such failure to file would not have a Material Adverse Effect on the Parent Shares or the Purchase Promissory Note. True, correct, and complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC ("XXXXX"). As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, and the Xxxxxxxx-Xxxxx Act and any of 2002 (including the rules and regulations promulgated thereunder) , the "Xxxxxxxx-Xxxxx Act"), and the rules and regulations of the SEC thereunder applicable to the Bannix such SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of the date Buyer and of this Agreementthe Parent, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix SEC ReportsDocuments. None of the Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.

SEC Filings. Bannix has timely SLAM has, since its initial public offering (the “IPO”), filed or furnished all statements, forms, reports and other documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SLAM SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix SLAM SEC Reports”). Each of the Bannix SLAM SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SLAM SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SLAM SEC Reports or the Additional Bannix SLAM SEC Reports (for purposes of the Additional Bannix SLAM SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.28 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filingfiling (or, if amended, as of the date of such amendment), the Bannix SLAM SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As misleading (for purposes of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Additional SLAM SEC Reports., assuming that the representation and warranty set forth in

SEC Filings. Bannix Priveterra has timely filed or furnished all statements, forms, reports and documents documents, including its audited balance sheet as of December 31, 2021 and unaudited balance sheet as of September 30, 2021, required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Priveterra SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been may be supplemented, modified or amended since after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix Priveterra SEC Reports”). Each of the Bannix Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects, and each of the Additional Bannix Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded supersedes the initial filing, will comply, comply in all material respects respects, with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Priveterra SEC Reports or the Additional Bannix Priveterra SEC Reports (Reports; provided that, for purposes of the Additional Bannix Priveterra SEC Reports, assuming that the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 is being true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Priveterra SEC Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading in any material respect. As of the date of this Agreement, there There are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Priveterra SEC Reports.

SEC Filings. Bannix TortoiseCorp III has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix TortoiseCorp III SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix TortoiseCorp III SEC Reports”). Each of the Bannix TortoiseCorp III SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix TortoiseCorp III SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix TortoiseCorp III SEC Reports or the Additional Bannix TortoiseCorp III SEC Reports (for purposes of the Additional Bannix TortoiseCorp III SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix TortoiseCorp III SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional TortoiseCorp III SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix TortoiseCorp III SEC Reports.

SEC Filings. Bannix Buyer is required to file the Buyer SEC Reports (as defined below) pursuant to Section 13 or 15(d) of the Exchange Act (as defined below) and continues to be subject to such filing requirements. Buyer has timely furnished or filed or furnished with the with the Securities and Exchange Commission the (the "SEC") (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")) all forms, reports, schedules, statements, forms, reports and other documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any including all exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents ) required to be furnished or filed or furnished by it subsequent to the date of this Agreement Buyer with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix "Buyer SEC Reports”)") since January 1, 2015 and has filed with the SEC all of the material information that would be required by SEC Form 10 to register Buyer Common Stock. Each of the Bannix Buyer SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, Reports (a) was prepared in accordance in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the Sxxxxxxx-Xxxxx Act and any Exchange Act, the rules and regulations of the SEC promulgated thereunder) under the Securities Act and the Exchange Act applicable to such Buyer SEC Report, and other applicable Law, and (b) did not, at the Bannix time such Buyer SEC Reports Report was filed, or if amended or restated, at the Additional Bannix SEC Reports (for purposes time of the Additional Bannix SEC Reportssuch later amendment or restatement, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they such statements were made or will be made, as applicable, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received or written notices from the SEC staff with respect to any of the Bannix Buyer SEC Reports. None of the Buyer SEC Reports is the subject of ongoing SEC review of which the Buyer has Knowledge, outstanding written SEC comment or outstanding SEC investigation. Buyer has not been shell company pursuant to Rule 144 promulgated under the Securities Act since December 31, 2014.

SEC Filings. Bannix ARYA has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix ARYA SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix ARYA SEC Reports”). Each of the Bannix ARYA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix ARYA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix ARYA SEC Reports or the Additional Bannix ARYA SEC Reports (for purposes of the Additional Bannix ARYA SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix ARYA SEC Reports did not not, and the Additional ARYA SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional ARYA SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix ARYA SEC Reports.

SEC Filings. Bannix Except as set forth on the Dragoneer Disclosure Schedules, Dragoneer has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Dragoneer SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix Dragoneer SEC Reports”). Each of the Bannix Dragoneer SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Dragoneer SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Dragoneer SEC Reports or the Additional Bannix Dragoneer SEC Reports (for purposes of the Additional Bannix Dragoneer SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Dragoneer SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Dragoneer SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Dragoneer SEC Reports.

SEC Filings. Bannix ALPA has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix ALPA SEC Reports”), and, as of the Closing, and will have filed file or furnished furnish all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix ALPA SEC Reports”). Each of the Bannix ALPA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix ALPA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix ALPA SEC Reports or the Additional Bannix ALPA SEC Reports (for purposes of the Additional Bannix ALPA SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix ALPA SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional ALPA SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of the Company expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix ALPA SEC Reports.

SEC Filings. Bannix SPAC has timely filed (taking into account any additional time permitted under Rule 12b-25 under the Exchange Act or any successor provision thereof) or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SPAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix SPAC SEC Reports”). Each of the Bannix SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SPAC SEC Reports or the Additional Bannix SPAC SEC Reports (for purposes of the Additional Bannix SPAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 5.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SPAC SEC Reports did not 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, in light Misrepresentation (for purposes of the circumstances under which they were made Additional SPAC SEC Reports, assuming that the representation and warranty set forth in Section 5.23 is true and correct in all respects with respect to all information supplied by or will be made, as applicable, not misleadingon behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SPAC SEC Reports. Notwithstanding the foregoing, no representation or warranty is made as to any statement or information that relates to (i) the topics referenced in the SEC’s “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” issued by SEC staff on April 12, 2021 and (ii) the classification of SPAC Common Shares as permanent or temporary equity (the “SEC Guidance”), and no correction, amendment or restatement of any of the SPAC SEC Reports due to the SEC Guidance shall be deemed to be a breach of any representation or warranty by SPAC. As a result of the SEC Guidance, SPAC was unable to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Delayed 10-Q Filing”) and filed the Delayed 10-Q Filing on July 2, 2021. In addition, as a result of the SEC Guidance, on each of June 24, 2021 and December 21, 2021, SPAC filed an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Amended 10-K Filings”).

SEC Filings. Bannix GigOptix has timely filed or furnished all statements, forms, documents, statements and reports and documents required to be filed or furnished by it under the Exchange Act prior to the date of this Agreement hereof by it with the SEC pursuant to Federal Securities Laws since its initial public offering January 1, 2009 (collectivelythe forms, documents, statements and together reports filed with the SEC since January 1, 2009, including any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingamendments thereto, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix GigOptix SEC Reports”). Each of the Bannix SEC Reports, as As of their respective dates of dates, or, if amended or superseded by a subsequent filing, and as of the date of any the last such amendment or superseding filing that superseded prior to the initial filingdate hereof, complied the GigOptix SEC Reports complied, and each of the Additional Bannix GigOptix SEC Reports, as of their respective dates of filing, and as of Reports filed subsequent to the date of any amendment or filing that superseded the initial filing, Agreement Date will comply, in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as applicablethe case may be, and the Sxxxxxxx-Xxxxx Act and any applicable rules and regulations promulgated thereunder) applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates the time of filingfiling with the SEC, none of the Bannix GigOptix SEC Reports did not contain so filed or that will be filed subsequent to the Agreement Date contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made or will be made, as applicable, not misleading. As of , except to the extent that the information in such GigOptix SEC Report has been amended or superseded by a later GigOptix SEC Report filed prior to the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SEC Reportshereof.

SEC Filings. Bannix Plum has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Plum SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix Plum SEC Reports”). Each of the Bannix Plum SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Plum SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Plum SEC Reports or the Additional Bannix Plum SEC Reports (for purposes of the Additional Bannix Plum SEC Reports, assuming that the representation and warranty set forth in Section 3.23 4.22(a) is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company and its Subsidiaries expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Plum SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional Plum SEC Reports, assuming that the representation and warranty set forth in Section 4.22(A) is true and correct in all respects with respect to all information supplied by or on behalf of the Company and its Subsidiaries expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Plum SEC Reports. The parties hereto acknowledge that (i) the staff of the SEC issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”) and, (ii) Plum continues to review the Statement and its implications, including on the financial statements and other information included in the Plum SEC Reports and (iii) any restatement, revision or other modification of the Plum SEC Reports or the Additional Plum SEC Reports in connection with such review of the Statement or any subsequent related agreements or other guidance from the staff of the SEC shall not be deemed to be a breach of any representation or warranty set forth in this Agreement.

SEC Filings. Bannix PTIC II has timely filed (except as disclosed in a Notification of Late Filing filed by PTIC II with the SEC) or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingtheir filing through the date hereof, including all exhibits and schedules and documents incorporated by reference therein, the “Bannix PTIC II SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingfiling through the Closing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix PTIC II SEC Reports”). Each of the Bannix PTIC II SEC Reports, as of their respective dates of filing, and or if amended or superseded by a filing prior to the date of this Agreement as of the date of any such amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix PTIC II SEC Reports, as of their respective dates of filing, and or if amended or superseded by a filing prior to the date of Closing as of the date of any such amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, including the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix PTIC II SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix PTIC II SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix PTIC II SEC Reports. The PTIC II SEC Reports did not at the time they were filed with the SEC (except to the extent that information contained in any PTIC II SEC Report has been superseded by a later timely filed PTIC II SEC Report) 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; provided, however, that PTIC II makes no representation with respect to any forward-looking statements contained in the PTIC II SEC Reports.

SEC Filings. Bannix ARYA has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering incorporation (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix ARYA SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix ARYA SEC Reports”). Each of the Bannix ARYA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix ARYA SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, including the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix ARYA SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix ARYA SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix ARYA SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix ARYA SEC Reports.

SEC Filings. Bannix Verigy has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant since November 1, 2008. Verigy has made available to Federal Securities Laws since its initial public offering (collectivelyLTX-Credence all such registration statements, and together with any exhibits and schedules thereto and other information incorporated thereinprospectuses, and as they have been supplementedreports, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statementsschedules, forms, reports statements and other documents required to be in the form filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws that are not publicly available through the Closing (collectivelySEC’s EXXXX database. All such required registration statements, and together with any exhibits and schedules thereto prospectuses, reports, schedules, forms, statements and other information incorporated therein, and documents are referred to herein as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix Verigy SEC Reports”). Each of the Bannix SEC Reports, as .” As of their respective dates dates, the Verigy SEC Reports complied as to form in all material respects with the requirements of filingthe Securities Act, or the Exchange Act, as the case may be, and as the rules and regulations of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SEC thereunder applicable to such Verigy SEC Reports. All Verigy SEC Reports (x) were or will be filed on a timely basis, as of their respective dates of filing(y) at the time filed, and as of the date of any amendment were or filing that superseded the initial filing, will comply, be prepared in compliance in all material respects with the applicable requirements of the Federal Securities Laws (includingAct and the Exchange Act, as applicablethe case may be, and the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) of the SEC thereunder applicable to the Bannix SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix such Verigy SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SEC Reports (z) did not or will not at the time they were filed or are filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. None of Verigy’s Subsidiaries is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. Verigy has heretofore made available to LTX-Credence correct and complete copies of all material correspondence with the SEC occurring since November 1, 2008 that is not publicly available through the SEC’s EXXXX database. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from issued by the staff of the SEC with respect to any of the Bannix Verigy SEC Reports.

SEC Filings. Bannix Plum has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filingfiling through the date hereof, the “Bannix Plum SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional Bannix Plum SEC Reports”). Each of the Bannix Plum SEC Reports, as of their respective dates of filing, and or, if amended prior to the date of this Agreement, as of the date of any such amendment or filing that superseded the initial filing, complied and each of the Additional Bannix Plum SEC Reports, as of their respective dates of filing, and or, if amended prior to the date of this Agreement, as of the date of any such amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix Plum SEC Reports or the Additional Bannix Plum SEC Reports (for purposes of the Additional Bannix Plum SEC Reports, assuming that the representation and warranty set forth in Section 3.23 4.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, or, if amended prior to the Bannix date of this Agreement, as of the date of any such amendment or filing that superseded the initial filing, the Plum SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Plum SEC Reports. The Parties acknowledge that (i) the staff of the SEC issued the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies on April 12, 2021 (the “Statement”) and, (ii) Plum continues to review the Statement and its implications, including on the financial statements and other information included in the Plum SEC Reports and (iii) any subsequent restatement, revision or other modification of the Plum SEC Reports or the Additional Plum SEC Reports in connection with such review of the Statement or any subsequent related agreements or other guidance from the staff of the SEC regarding accounting matters generally applicable to special purpose acquisition companies shall not be deemed to be a breach of any representation or warranty set forth in this Agreement.

SEC Filings. Bannix SPAC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SPAC SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix SPAC SEC Reports”). Each of the Bannix SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix SPAC SEC Reports or the Additional Bannix SPAC SEC Reports (for purposes of the Additional Bannix SPAC SEC Reports, assuming that the representation and warranty set forth in Section 3.23 3.22 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix SPAC SEC Reports did not 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, in light Misrepresentation (for purposes of the circumstances under which they were made Additional SPAC SEC Reports, assuming that the representation and warranty set forth in Section 3.22 is true and correct in all respects with respect to all information supplied by or will be made, as applicable, not misleadingon behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix SPAC SEC Reports.

SEC Filings. Bannix TortoiseCorp III has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix TortoiseCorp III SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Registration Statement / Proxy Statement, the “Additional Bannix TortoiseCorp III SEC Reports”). Each of the Bannix TortoiseCorp III SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional Bannix TortoiseCorp III SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Bannix TortoiseCorp III SEC Reports or the Additional Bannix TortoiseCorp III SEC Reports (for purposes of the Additional Bannix TortoiseCorp III SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix TortoiseCorp III SEC Reports did not 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, in light of the circumstances under which they were made or will be made, as applicable, not misleadingmisleading (for purposes of the Additional TortoiseCorp III SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix TortoiseCorp III SEC Reports.

SEC Filings. Bannix Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it with the SEC since September 11, 2020, pursuant to the Exchange Act or the Securities Act (collectively, as they have been amended since the time of their filing through the date hereof, the “Acquiror SEC Filings”). Each of the Acquiror SEC Filings, as of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement with or the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyMerger Closing Date, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to then on the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any such amendment or filing that superseded the initial superseding filing), complied and each of the Additional Bannix SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) thereunder applicable to the Bannix Acquiror SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein)Filings. As of their the respective dates date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Merger Closing Date, then on the date of such amendment or superseding filing), the Bannix Acquiror SEC Reports Filings did not 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 made therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Acquiror SEC ReportsFilings. To the knowledge of Acquiror, none of the Acquiror SEC Filings filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

SEC Filings. Bannix Acquiror has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal the Securities Laws Act or the Exchange Act since its initial public offering September 15, 2016 and made publicly available at least two (2) Business Days prior to the date of this Agreement (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix Acquiror SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, prospectuses, registration statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement through the Closing with the SEC pursuant to Federal the Securities Laws through Act or the Closing Exchange Act (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statements and the Registration Statement, the “Additional Bannix Acquiror SEC Reports”). Each of the Bannix Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied complied, and each of the Additional Bannix Acquiror SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicableAct, the SxxxxxxxExchange Act, the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) thereunder applicable to the Bannix Acquiror SEC Reports or the Additional Bannix SEC Reports (for purposes of the Additional Bannix Acquiror SEC Reports, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by or on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, the Bannix Acquiror SEC Reports did not not, and the Additional Acquiror SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Bannix Acquiror SEC Reports. To the Knowledge of Acquiror, none of the Acquiror SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation. The certifications and statements required by (a) Rule 13a-14 or 15d-14 under the Exchange Act, or (b) 18 U.S.C. § 1350 (Section 906) of the Xxxxxxxx-Xxxxx Act with respect to the Acquiror SEC Reports are, and with respect to the Additional Acquiror SEC Reports will be, each true and correct in all material respects. Except as disclosed in the Acquiror SEC Reports, to the Knowledge of Acquiror, each director and executive officer of Acquiror has filed with the SEC on a timely basis all statements required with respect to Acquiror by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder.

SEC Filings. Bannix The Parent has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, reports statements, and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC (the “SEC Documents”), except where such failure to file would not have a Material Adverse Effect on the Purchase Shares. True, correct, and complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“EXXXX”). As of their respective filing dates or, if amended or superseded by a subsequent filing prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its initial public offering (collectivelyhereof, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “Bannix SEC Reports”), and, as of the Closing, will have filed or furnished all other statements, forms, reports and other documents required to be filed or furnished by it subsequent to the date of this Agreement with the SEC pursuant to Federal Securities Laws through the Closing (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, but excluding the Proxy Statement, the “Additional Bannix SEC Reports”). Each of the Bannix SEC Reports, as of their respective dates of filing, and as of the date of any the last such amendment or superseding filing that superseded (and, in the initial filingcase of registration statements and proxy statements, complied on the dates of effectiveness and the dates of the relevant meetings, respectively), each of the Additional Bannix SEC Reports, Documents complied as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, will comply, to form in all material respects with the applicable requirements of the Federal Securities Laws (includingAct, as applicablethe Exchange Act, and the Sxxxxxxx-Xxxxx Act and any of 2002 (including the rules and regulations promulgated thereunder) , the “Sxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC thereunder applicable to the Bannix such SEC Reports or the Additional Bannix SEC Reports (for purposes Documents. None of the Additional Bannix SEC ReportsDocuments, assuming that the representation and warranty set forth in Section 3.23 is true and correct in all respects with respect to all information supplied by including any financial statements, schedules, or on behalf of Group Companies expressly for inclusion exhibits included or incorporation incorporated by reference thereintherein at the time they were filed (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendment or superseding filing). As of their respective dates of filing, the Bannix SEC Reports did not contain 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 therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As To the Knowledge of the date Buyer and of this Agreementthe Parent, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any of the Bannix SEC ReportsDocuments. None of the Parent’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC.