Common use of SEC Filings Clause in Contracts

SEC Filings. SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed by it with the SEC, pursuant to the Exchange Act or the Securities Act (collectively, the “SPAC SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act applicable to the SPAC 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 As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SPAC SEC Filings did not contain any untrue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 made therein, in light of the circumstances under which they were 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 SPAC SEC Filings. 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.

SEC Filings. SPAC Longview 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 the Exchange Act or the Federal Securities Act 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 “SPAC Longview SEC FilingsReports”), 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 Longview SEC Reports”). Each of the SPAC Longview SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Longview SEC FilingsReports or the Additional Longview SEC Reports (for purposes of the Additional Longview 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 their respective date dates 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 SPAC Longview SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Longview SEC Filings. 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 AgreementReports.

SEC Filings. SPAC (a) The Issuer 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC Issuer SEC FilingsReports”). Each of the SPAC SEC Filings, and, as of the respective 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 its 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 Issuer SEC Reports”). Except as in connection with the SEC SPAC Accounting Changes, each of the Issuer SEC Reports, as of their respective dates of filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Issuer 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Issuer SEC Filings. As Reports or the Additional Issuer SEC Reports (for purposes of the Additional Issuer 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). Except as in connection with the SEC SPAC Accounting Changes, as of their respective date dates of its filing, the Issuer SEC Reports did not, and the Additional Issuer 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), the SPAC SEC Filings did not contain any untrue statement of a material fact or omit to state any a 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 misleading (for purposes of the date Additional Issuer SEC Reports, assuming the accuracy of this Agreement, there are no outstanding any information supplied or unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Filings. To the knowledge of SPAC, none be supplied by or on behalf of the SPAC SEC Filings filed on Group Companies expressly for inclusion or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreementincorporation by reference therein).

SEC Filings. SPAC Except as set forth in Section 4.5 of the Company Disclosure Schedule, the Company has timely filed or furnished all forms, reports, statements, prospectusescertifications and other documents (including all exhibits, registration statements, forms, reports amendments and documents supplements thereto) required to be filed by it with the SECSEC since January 1, pursuant to the Exchange Act or the Securities Act 2016 (collectively, the “SPAC Company SEC FilingsReports”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”). Each of the SPAC Company SEC FilingsReports, as of the respective date of its filing, filed and as of amended (if applicable) prior to the date of any amendmentthis Agreement, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Securities Act”) and the Exchange Act, each as in effect on the Exchange Act or the Sxxxxxxx-Xxxxx Act applicable to the SPAC SEC Filings. As of the respective date of its filing so filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such subsequent filing). None of the Company SEC Reports contained, when filed or, if amended or supplemented prior to the SPAC SEC Filings did not contain date hereof, as of the date of such amendment or supplement, any untrue statement of a material fact or omit omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, 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 SPAC Company SEC FilingsReports. To the knowledge Knowledge of SPACthe Company, as of the date hereof, none of the SPAC Company SEC Filings filed on or prior to the date of this Agreement Reports is subject to ongoing SEC review or investigation as review. None of the date Subsidiaries of this Agreementthe Company is required to file or furnish reports with the SEC pursuant to the Exchange Act.

SEC Filings. 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 the Exchange Act or the Federal Securities Act 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 “SPAC SEC FilingsReports”), and, through the Closing, will file or 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 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional SPAC SEC Reports”). Each of the SPAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC FilingsReports or the Additional SPAC SEC Reports; provided that, for purposes of the Additional SPAC SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 being 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 their respective date dates 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 SPAC SEC Filings Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state any a 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 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 SPAC SEC Filings. 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 AgreementReports.

SEC Filings. SPAC HighCape 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 the Exchange Act or the Federal Securities Act 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 “SPAC HighCape SEC FilingsReports”), 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 HighCape SEC Reports”). Each of the SPAC HighCape SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional 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 in all material respects, with the applicable requirements of the Federal Securities ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC HighCape SEC FilingsReports or the Additional HighCape SEC Reports (for purposes of the Additional HighCape 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 their respective date dates 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 SPAC HighCape SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC HighCape SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Bannix 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 the Exchange Act or the Federal Securities Act 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 “SPAC Bannix SEC FilingsReports”), 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 SPAC Bannix SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Bannix SEC FilingsReports 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 the their respective date dates 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 SPAC Bannix SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC Bannix SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Pathfinder 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 the Exchange Act or the Federal Securities Act 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 “SPAC Pathfinder SEC FilingsReports”), 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 Pathfinder SEC Reports”). Each of the SPAC Pathfinder SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Pathfinder SEC FilingsReports or the Additional Pathfinder SEC Reports (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 their respective date dates 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 SPAC Pathfinder SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Pathfinder SEC Filings. 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 AgreementReports.

SEC Filings. SPAC The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, registration statementsreports, 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, pursuant to under the Exchange Act or and the Securities Act since December 31, 2009 (collectively, the “SPAC Company SEC FilingsDocuments”). Each As of the SPAC SEC Filingstheir respective filing dates (or, as of the respective date of its if amended or superseded by a subsequent filing, and as of the date of any amendmentthe last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, and the Exchange Act or Act, and the Sxxxxxxx-Xxxxx Act rules and regulations of the SEC thereunder applicable to the SPAC such Company SEC FilingsDocuments. As None of the respective date of its filing Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement or the Closing Date, then on the date of such filinghereof), the SPAC SEC Filings did not contain contained any untrue statement of a material fact or omit omitted to state any a 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, not misleading. None of the Company’s Subsidiaries is required to file or furnish any forms, reports or other documents with the SEC. 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 SPAC Company SEC FilingsDocuments. To the knowledge Knowledge of SPACthe Company, as of the date hereof, none of the SPAC Company SEC Filings filed on or prior to Documents is the date subject of this Agreement is subject to ongoing SEC review review, outstanding SEC comment or investigation as of the date of this Agreementoutstanding SEC investigation.

SEC Filings. SPAC Mountain has timely filed in all respects 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC Mountain SEC FilingsReports”), 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 Mountain SEC Reports”). Each of the SPAC Mountain SEC FilingsReports, as of their respective dates of filing or being furnished, and as of the respective date of its 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 amendmentamendment or filing that superseded the initial filing, complied comply in all material respects with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Mountain SEC FilingsReports or the Additional Mountain SEC Reports. As of the their respective date dates 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 SPAC Mountain SEC Filings Reports did not not, and the Additional Mountain SEC Reports will not, contain any untrue statement of a material fact or omit to state any a 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 SPAC Mountain SEC FilingsReports. To the knowledge of SPACMountain’s knowledge, none of the SPAC Mountain SEC Filings filed on or prior to the date of this Agreement Reports is subject to ongoing SEC review or investigation as of the date of this Agreementhereof.

SEC Filings. SPAC ACAH has timely filed (subject to extensions to filing deadlines, as applicable) 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 the Exchange Act or the Federal Securities Act 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 “SPAC ACAH SEC FilingsReports”), 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 ACAH SEC Reports”). Each of the SPAC ACAH SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ACAH SEC FilingsReports or the Additional ACAH SEC Reports (for 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 their respective date dates 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 SPAC ACAH SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC ACAH SEC Filings. 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 AgreementReports.

SEC Filings. SPAC ARYA 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC ARYA SEC FilingsReports”), 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 ARYA SEC Reports”). Each of the SPAC ARYA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 Act, Laws (including the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ARYA SEC FilingsReports or the Additional ARYA SEC Reports. As of the their respective date dates 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 SPAC ARYA SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC ARYA SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Priveterra has timely filed or furnished all statements, prospectusesforms, registration reports and 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 “Priveterra SEC Reports”), and will file or 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, SEC pursuant to the Exchange Act or the Federal Securities Act Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “SPAC Additional Priveterra SEC FilingsReports”). Each of the SPAC Priveterra SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Priveterra SEC FilingsReports or the Additional Priveterra SEC Reports; provided that, for purposes of the Additional Priveterra SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 being 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 their respective date dates 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 SPAC Priveterra SEC Filings Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state any a 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 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 SPAC Priveterra SEC Filings. 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 AgreementReports.

SEC Filings. SPAC DYNS 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 the Exchange Act or the Federal Securities Act 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 “SPAC DYNS SEC FilingsReports”), and will file or 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 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional DYNS SEC Reports”). Each of the SPAC DYNS SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional DYNS SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC DYNS SEC FilingsReports or the Additional DYNS SEC Reports; provided that, for purposes of the Additional DYNS SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 being 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 their respective date dates 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 SPAC DYNS SEC Filings Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state any a 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 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 SPAC DYNS SEC Filings. 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 AgreementReports.

SEC Filings. SPAC SeqLL has timely filed or furnished all statementsreports required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to the Securities Laws since its initial public offering (collectively, prospectusesand together with any exhibits and schedules thereto and other information incorporated therein, registration and as they have been supplemented, modified or amended since the time of filing, the “SEC Reports”), and will file or 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, SEC pursuant to the Exchange Act or the Securities Act Laws (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 “SPAC Additional SEC FilingsReports”). Each of the SPAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment 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, will comply, in all material respects with the applicable requirements of the Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC FilingsReports or the Additional SEC Reports. As of the their respective date dates 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 SPAC SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC SEC Filings. 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 AgreementReports.

SEC Filings. Except for the quarterly reports on Form 10-Q for the periods ended June 30, 2023 and September 30, 2023, SPAC has timely filed or furnished furnished, in all statementsmaterial respects, prospectuses, registration all 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 the Exchange Act or the Federal Securities Act 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 “SPAC SEC FilingsReports”), and will file or 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 (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “Additional SPAC SEC Reports”). Each of the SPAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC FilingsReports or the Additional SPAC SEC Reports; provided that, for purposes of the Additional SPAC SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 being 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 their respective date dates 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 SPAC SEC Filings Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state any a 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 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 SPAC SEC Filings. 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 AgreementReports.

SEC Filings. SPAC BHAC 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, pursuant to the Exchange Act or the Securities Act (collectively, the “SPAC SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act applicable to the SPAC 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 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 Closing Datetime of filing, then on the “BHAC 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 such 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 SPAC “Additional BHAC SEC Filings Reports”). Each of the BHAC SEC Reports, as of their respective dates of filing or as of the date of any amendment or filing that superseded the initial filing, complied and each of the Additional BHAC SEC Reports, as of their respective dates of filing or 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 Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the BHAC SEC Reports or the Additional BHAC SEC Reports (for purposes of the Additional BHAC 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 BHAC SEC Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC BHAC SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Priveterra has timely filed or furnished all statements, prospectusesforms, registration reports and 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 “Priveterra SEC Reports”), and will file or 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, SEC pursuant to the Exchange Act or the Federal Securities Act Laws (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they may be supplemented, modified or amended after the time of filing, but excluding the Registration Statement/Proxy Statement, the “SPAC Additional Priveterra SEC FilingsReports”). Each of the SPAC Priveterra SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied in all material respects respects, and each of the Additional Priveterra SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that supersedes the initial filing, will comply in all material respects, with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Priveterra SEC FilingsReports or the Additional Priveterra SEC Reports; provided that, for purposes of the Additional Priveterra SEC Reports, the representation and warranty in this sentence is subject to the representation and warranty set forth in Section 3.23 being 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 their respective date dates 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 SPAC Priveterra SEC Filings Reports did not (a) contain any untrue statement of a material fact fact, or (b) omit to state any a 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 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 SPAC Priveterra SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Atlas 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 the Original Agreement with the SEC, SEC pursuant to the Exchange Act or the Federal Securities Act 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 “SPAC Atlas SEC FilingsReports”), 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 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 Atlas SEC Reports”). Each of the SPAC Atlas SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Atlas SEC FilingsReports or the Additional Atlas SEC Reports (for 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 their respective date dates 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 SPAC Atlas SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Atlas SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Yucaipa 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 the Exchange Act or the Federal Securities Act 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 through the date hereof, the “SPAC Yucaipa SEC FilingsReports”), 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 Yucaipa SEC Reports”). Each of the SPAC Yucaipa SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Yucaipa SEC FilingsReports or the Additional Yucaipa SEC Reports (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 their respective date dates 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 SPAC Yucaipa SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Yucaipa SEC Filings. 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 AgreementReports.

SEC Filings. SPAC (a) THMA 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC THMA SEC FilingsReports”), 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 THMA SEC Reports”). Each of the SPAC THMA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC THMA SEC FilingsReports or the Additional THMA SEC Reports (for purposes of the Additional THMA 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 their respective dates of filing, the THMA SEC Reports did not, and the Additional THMA SEC Reports will not, as of their respective date dates of its 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), the SPAC SEC Filings did not contain any untrue statement of a material fact or omit to state any a 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 misleading (for purposes of the date Additional THMA SEC Reports, assuming the accuracy of this Agreement, there are no outstanding any information supplied or unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Filings. To the knowledge of SPAC, none be supplied by or on behalf of the SPAC SEC Filings filed on Group Companies expressly for inclusion or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreementincorporation by reference therein).

SEC Filings. SPAC Plum 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, pursuant to the Exchange Act or the Securities Act (collectively, the “SPAC SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act applicable to the SPAC 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 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 Closing Datetime of filing through the date hereof, then on the “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 such 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 SPAC “Additional Plum SEC Filings Reports”). Each of the Plum SEC Reports, as of their respective dates of filing, 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 Plum SEC Reports, as of their respective dates of filing, 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 Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Plum SEC Reports or the Additional Plum SEC Reports (for purposes of the Additional Plum 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 the Company expressly for inclusion or incorporation by reference therein). As of their respective dates of filing, 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, the Plum SEC Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC Plum SEC FilingsReports. To The Parties acknowledge that (i) the knowledge of SPAC, none staff of the SPAC SEC Filings filed 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 prior to the date of this Agreement is subject to ongoing SEC review or investigation as other modification of the date 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. SPAC Xxxxxxx has timely filed or furnished all statements, prospectuses, registration statements, forms, reports and documents required to be filed or furnished by it prior the Closing with the SEC pursuant to Federal Securities Laws (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 “Carmell SEC Reports”), and will file or furnish all other statements, forms, reports and other documents required to be filed or furnished by it with the SEC, SEC pursuant to the Exchange Act or the Federal Securities Act Laws (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 “SPAC Additional Carmell SEC FilingsReports”). Each of the SPAC Carmell SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Carmell 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Carmell SEC FilingsReports or the Additional Carmell SEC Reports (for purposes of the Additional Carmell 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 their respective date dates 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 SPAC Carmell SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 misleading (for purposes of the date of this AgreementAdditional Carmell SEC Reports, there are no outstanding or unresolved comments assuming that the representation and warranty set forth in comment letters received from the SEC Section 3.22 is true and correct in all respects with respect to the SPAC SEC Filings. To the knowledge of SPAC, none all information supplied by or on behalf of the SPAC SEC Filings filed on Company expressly for inclusion or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreementincorporation by reference therein).

SEC Filings. SPAC Parent 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, pursuant to the Exchange Act or the Securities Act (collectively, the “SPAC SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act applicable to the SPAC 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 the SEC pursuant to Federal Securities Laws since its 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 Closing Datetime of filing, then on the “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 such 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 SPAC “Additional Parent SEC Filings Reports”). Each of the Parent SEC Reports, as of their respective dates of filing, or, if amended, as of the date of any such amendment or filing that superseded the initial filing, complied and each of the Additional Parent SEC Reports, as of their respective dates of filing, or, if amended, 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 the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the Parent SEC Reports or the Additional Parent SEC Reports. As of their respective dates of filing, or as of the date of any amendment if applicable, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC Parent SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Except as set forth on Section 4.8 of the SilverBox Disclosure Schedules, SilverBox 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 the Exchange Act or the Federal Securities Act 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 “SPAC SilverBox SEC FilingsReports”), 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 SilverBox SEC Reports”). Each of the SPAC SilverBox SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SilverBox SEC FilingsReports or the Additional SilverBox SEC Reports (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 their respective date dates 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 SPAC SilverBox SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC SilverBox SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Parent 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 the Exchange Act or the Federal Securities Act 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 “SPAC Parent SEC FilingsReports”), 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 Parent SEC Reports”). Each of the SPAC Parent SEC FilingsReports, as of the their respective date dates of its filingfiling or furnishing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Parent SEC Reports, as of their respective dates of filing or furnishing, and as of the date of any amendment or filing or furnishing that superseded the initial filing or furnishing, will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Parent SEC FilingsReports or the Additional Parent SEC Reports (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 Company expressly for inclusion or incorporation by reference therein). As of the their respective date dates 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)furnishing, the SPAC Parent SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Parent SEC Filings. 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 AgreementReports.

SEC Filings. SPAC (a) DHHC 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC DHHC SEC FilingsReports”). Each of the SPAC SEC Filings, and, as of the respective 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 its 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 DHHC SEC Reports”). Except as in connection with the SEC SPAC Accounting Changes, each of the DHHC SEC Reports, as of their respective dates of filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC DHHC SEC Filings. As Reports or the Additional DHHC SEC Reports (for purposes of the Additional DHHC 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 Group Companies expressly for inclusion or incorporation by reference therein). Except as in connection with the SEC SPAC Accounting Changes, as of their respective date dates of its filing, the DHHC SEC Reports did 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), the SPAC SEC Filings did not contain any untrue statement of a material fact or omit to state any a 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 misleading (for purposes of the date Additional DHHC SEC Reports, assuming the accuracy of this Agreement, there are no outstanding any information supplied or unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Filings. To the knowledge of SPAC, none be supplied by or on behalf of the SPAC SEC Filings filed on Group Companies expressly for inclusion or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreementincorporation by reference therein).

SEC Filings. SPAC ARYA 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 the Exchange Act or the Federal Securities Act 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 “SPAC ARYA SEC FilingsReports”), 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 ARYA SEC Reports”). Each of the SPAC ARYA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ARYA SEC FilingsReports or the Additional ARYA SEC Reports (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 their respective date dates 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 SPAC ARYA SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC ARYA SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Other than as set forth on Section 4.6 of the Prospector Disclosure Schedules, Prospector 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 the Exchange Act or the Federal Securities Act 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 initial public offering, 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 “SPAC Prospector SEC FilingsReports”), 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 Prospector SEC Reports”). Each of the SPAC Prospector SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied complied, and each of the Additional Prospector 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Prospector SEC FilingsReports or the Additional Prospector SEC Reports (for purposes of the Additional Prospector SEC Reports, assuming that the representation and warranty set forth in Section 3.21(bb) 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 their respective date dates 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 SPAC Prospector SEC Filings Reports did not 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 made therein, in light Misrepresentation (for purposes of the circumstances under which they were madeAdditional Prospector SEC Reports, not misleadingassuming that the representation and warranty set forth in Section 3.21(bb) 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 SPAC Prospector SEC FilingsReports. To the knowledge of SPACProspector, none of the SPAC Prospector SEC Filings filed on Reports or prior to the date of this Agreement Additional Prospector SEC Reports is subject to ongoing SEC review or investigation as of the date of this Agreementinvestigation.

SEC Filings. SPAC IIAC has timely filed or furnished all statements, prospectusesforms, registration statements, formscertifications, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC, SEC pursuant to the Exchange Act or the Federal Securities Act Laws since 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 “SPAC IIAC SEC FilingsReports”), 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 IIAC SEC Reports”). Each of the SPAC IIAC SEC FilingsReports, as of their respective dates of filing or being furnished, and as of the respective date of its any amendment or filing that superseded the initial filing, complied and each of the Additional IIAC SEC Reports, as of their respective dates of filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC IIAC SEC Filings. As Reports or the Additional IIAC SEC Reports (for purposes of the respective date Additional IIAC SEC Reports, assuming that all information supplied by or on behalf of its filing (Group Companies expressly for inclusion or if amended or superseded incorporation by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SPAC SEC Filings did 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 in order to make the statements made therein, in light of the circumstances under which they are made, not misleading). As of their respective dates of filing, the IIAC SEC Reports did 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 SPAC IIAC SEC FilingsReports. To the knowledge of SPACIIAC’s knowledge, none of the SPAC IIAC SEC Filings filed on or prior to the date of this Agreement Reports is subject to ongoing SEC review or investigation as of the date of this Agreementhereof.

SEC Filings. SPAC The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, registration statementsreports, schedules, forms, reports statements and other documents required to be filed or furnished by it with the SEC, pursuant to 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 Securities Act (Company since January 1, 2017, including those filed or furnished subsequent to the date of this Agreement, collectively, together with all exhibits and schedules thereto and other information incorporated by reference therein, the “SPAC Company SEC FilingsDocuments”). Each As of the SPAC SEC Filingstheir respective filing dates (or, as of the respective date of its if amended or superseded by a subsequent filing, and as of the date of any amendmentthe last such amendment or superseding filing prior to the date of this Agreement), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), as the case may be, and the applicable to the SPAC SEC Filingsrules and regulations promulgated thereunder. As None of the respective date of its filing Company SEC Documents, at the time filed (or or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement or the Closing Date, then on the date of such filingAgreement), the SPAC SEC Filings did not contain contained any untrue statement of a material fact or omit omitted to state any a 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, 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 SPAC Company SEC FilingsDocuments. To the knowledge Knowledge of SPACthe Company, none of the SPAC Company SEC Filings filed on 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 prior 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 date of this Agreement is subject to ongoing Company SEC review or investigation as of Documents, and the statements contained in such certifications were complete and correct in all material respects on the date of this Agreementsuch certifications were made.

SEC Filings. SPAC Qell 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC Qell SEC FilingsReports”), and, as of the Closing Commencement Date, 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 Qell SEC Reports”). Each of the SPAC Qell SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Qell 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 Act, the Exchange Act or Laws (including the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Qell SEC FilingsReports or the Additional Qell SEC Reports. As of the their respective date dates 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 SPAC Qell SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC Qell SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Tailwind 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 the Exchange Act or the Federal Securities Act 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 “SPAC Tailwind SEC FilingsReports”), 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 Tailwind SEC Reports”). Each of the SPAC Tailwind SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Tailwind 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Tailwind SEC FilingsReports or the Additional Tailwind SEC Reports (for purposes of the Additional Tailwind 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 their respective date dates 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 SPAC Tailwind SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC Tailwind SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Dragoneer 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 the Exchange Act or the Federal Securities Act 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 “SPAC Dragoneer SEC FilingsReports”), 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 Dragoneer SEC Reports”). Each of the SPAC Dragoneer SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Dragoneer SEC FilingsReports or the Additional Dragoneer SEC Reports (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 their respective date dates 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 SPAC Dragoneer SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 misleadingmisleading (for purposes of the Additional 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 SPAC Dragoneer SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Atlas 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 the Exchange Act or the Federal Securities Act 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 “SPAC Atlas SEC FilingsReports”), 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 Atlas SEC Reports”). Each of the SPAC Atlas SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Atlas SEC FilingsReports or the Additional Atlas SEC Reports (for 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 their respective date dates 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 SPAC Atlas SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Atlas SEC Filings. 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 AgreementReports.

SEC Filings. SPAC 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, SEC pursuant to the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC PTAC SEC FilingsReports”), 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 PTAC SEC Reports”). Each of the SPAC PTAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied complied, and each of the Additional 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 Act, Laws (including the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC PTAC 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 Reports or the Closing Date, then on the date of such filing), the SPAC Additional PTAC SEC Filings did not 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 made therein, in light of the circumstances under which they were made, not misleadingReports. 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 SPAC PTAC SEC FilingsReports. To The PTAC SEC Reports did not at the knowledge 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 SPACa material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, none in the light 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 Agreementcircumstances under which they were made, not misleading.

SEC Filings. SPAC ARYA 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 the Exchange Act or the Federal Securities Act 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 “SPAC ARYA SEC FilingsReports”), 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 ARYA SEC Reports”). Each of the SPAC ARYA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ARYA SEC FilingsReports or the Additional ARYA SEC Reports (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 their respective date dates 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 SPAC ARYA SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC ARYA SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Except as set forth in Section 4.7 of the JAWS Disclosure Schedules, JAWS 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 the Exchange Act or the Federal Securities Act 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 “SPAC JAWS SEC FilingsReports”), 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 JAWS SEC Reports”). Each of the SPAC JAWS SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC JAWS SEC FilingsReports or the Additional JAWS SEC Reports (for purposes of the Additional JAWS 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 their respective date dates of its filing (or or, if amended or superseded by a filing prior to the date amended, as of this Agreement or the Closing Date, then on the date of such filingamendment), the SPAC JAWS SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 misleadingmisleading (for purposes of the Additional JAWS 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 SPAC JAWS SEC Filings. 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 AgreementReports.

SEC Filings. SPAC ARYA 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 the Exchange Act or the Federal Securities Act 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 “SPAC ARYA SEC FilingsReports”), 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 ARYA SEC Reports”). Each of the SPAC ARYA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ARYA SEC FilingsReports or the Additional ARYA SEC Reports (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 their respective date dates 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 SPAC ARYA SEC Filings Reports did not not, and the Additional ARYA SEC Reports will not, contain any untrue statement of a material fact or omit to state any a 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 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 SPAC ARYA SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Except as set forth on the Dragoneer Disclosure Schedules, Dragoneer 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 “Dragoneer SEC Reports”), and, as of the Closing, will have filed or furnished all statements, forms, reports and other documents required to be filed or furnished by it with the SEC, SEC pursuant to Federal Securities Laws through the Exchange Act or the Securities Act 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 “SPAC Additional Dragoneer SEC FilingsReports”). Each of the SPAC Dragoneer SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Dragoneer SEC FilingsReports or the Additional Dragoneer SEC Reports (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 their respective date dates 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 SPAC Dragoneer SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Dragoneer SEC Filings. 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 AgreementReports.

SEC Filings. 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 the Exchange Act or the Federal Securities Act 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 “SPAC SEC FilingsReports”), 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 SPAC SEC Reports”). Each of the SPAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC FilingsReports or the Additional SPAC SEC Reports (for purposes of the 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 on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the their respective date dates 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 SPAC SEC Filings Reports did not 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 made therein, in light Misrepresentation (for purposes of the circumstances under which they were madeAdditional SPAC SEC Reports, not misleadingassuming 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 SPAC SEC Filings. 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 AgreementReports.

SEC Filings. SPAC TortoiseCorp III 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 the Exchange Act or the Federal Securities Act 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 “SPAC TortoiseCorp III SEC FilingsReports”), 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 TortoiseCorp III SEC Reports”). Each of the SPAC TortoiseCorp III SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC TortoiseCorp III SEC FilingsReports or the Additional TortoiseCorp III SEC Reports (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 their respective date dates 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 SPAC TortoiseCorp III SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC TortoiseCorp III SEC Filings. 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 AgreementReports.

SEC Filings. SPAC RACA 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 the Exchange Act or the Federal Securities Act 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 “SPAC time of filing, the "RACA SEC Filings”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 RACA SEC Reports"). Each of the SPAC RACA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC RACA SEC FilingsReports or the Additional RACA SEC Reports (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 their respective date dates 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 SPAC RACA SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC RACA SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Pioneer 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 the Exchange Act or the Securities Act 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 “SPAC Pioneer SEC FilingsReports”) 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 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 Pioneer SEC Reports”). Each of the SPAC Pioneer SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Pioneer SEC Reports, as of their respective dates of filing (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 Securities Actapplicable Laws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Pioneer SEC FilingsReports or the Additional Pioneer SEC Reports (for purposes of the Additional Pioneer 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 their respective date dates 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 SPAC Pioneer SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Pioneer SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Mountain has timely filed in all respects 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC Mountain SEC FilingsReports”), 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 Mountain SEC Reports”). Each of the SPAC Mountain SEC FilingsReports, as of their respective dates of filing or being furnished, and as of the respective date of its 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 amendmentamendment or filing that superseded the initial filing, complied comply in all material respects with the applicable requirements of the Federal Securities ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Mountain SEC FilingsReports or the Additional Mountain SEC Reports. As of the their respective date dates 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 SPAC Mountain SEC Filings Reports did not not, and the Additional Mountain SEC Reports will not, contain any untrue statement of a material fact or omit to state any a 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 SPAC Mountain SEC FilingsReports. To the knowledge of SPACMountain’s knowledge, none of the SPAC Mountain SEC Filings filed on or prior to the date of this Agreement Reports is subject to ongoing SEC review or investigation as of the date of this Agreementhereof.

SEC Filings. SPAC CHP 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 the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC CHP SEC FilingsReports”), 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 CHP SEC Reports”). Each of the SPAC CHP SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC CHP SEC FilingsReports or the Additional CHP SEC Reports (for purposes of the Additional CHP 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 their respective date dates 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 SPAC CHP SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC CHP SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Parent 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 the Exchange Act or the Federal Securities Act 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 “SPAC Parent SEC FilingsReports”), 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 Parent SEC Reports”). Each of the SPAC Parent SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Parent SEC FilingsReports or the Additional Parent SEC Reports (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 their respective date dates 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 SPAC Parent SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Parent SEC Filings. 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 AgreementReports.

SEC Filings. SPAC BOA 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 the Exchange Act or the Federal Securities Act 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 “SPAC BOA SEC FilingsReports”), 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 BOA SEC Reports”). Each of the SPAC BOA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC BOA SEC FilingsReports or the Additional BOA SEC Reports (for purposes of the Additional 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 the their respective date dates 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 SPAC BOA SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC BOA SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Sandbridge 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 the Exchange Act or the Federal Securities Act 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 “SPAC Sandbridge SEC FilingsReports”), 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 Sandbridge SEC Reports”). Each of the SPAC Sandbridge SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Sandbridge SEC FilingsReports or the Additional Sandbridge SEC Reports (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 their respective date dates 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 SPAC Sandbridge SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Sandbridge SEC FilingsReports. To the knowledge of SPACSandbridge, none of the SPAC Sandbridge SEC Filings Reports filed on or prior to the date of this Agreement hereof is subject to ongoing SEC review or investigation as of the date of this Agreementhereof.

SEC Filings. SPAC (a) CHFW 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 the Exchange Act or the Federal Securities Act 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 “SPAC CHFW SEC FilingsReports”), 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 CHFW SEC Reports”). Each of the SPAC CHFW SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied with, and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC CHFW SEC FilingsReports or the Additional CHFW SEC Reports (for purposes of the Additional CHFW 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 their respective date dates 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 SPAC CHFW SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC CHFW SEC Filings. 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 AgreementReports.

SEC Filings. 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, pursuant to the Exchange Act or the Securities Act since 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 their filing through the date hereof, the “SPAC SEC Filings”), and, as of the Closing 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 the Exchange Act or the Securities 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 SPAC SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied complied, and each of the Additional SPAC SEC Filings, 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 Securities Act, the Exchange Act or Act, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder applicable to the SPAC SEC Filings or the Additional SPAC 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 or the Closing Date, then on the date of such filing), the SPAC SEC Filings did not contain any untrue statement of a material fact or omit to state any a 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, 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 SPAC SEC Filings. To the knowledge Knowledge of SPAC, none of the SPAC SEC Filings filed on or prior to the date of this Agreement hereof is subject to ongoing SEC review or investigation as of the date of this Agreementhereof.

SEC Filings. SPAC has timely filed or furnished all statements, prospectusesforms, reports, schedules, registration statements, forms, reports prospectus and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC, SEC pursuant to the Exchange Act or the Federal Securities Act Laws since its 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 “SPAC SEC FilingsReports”), and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this 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 of all of the SPAC SEC Reports. Each of the SPAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied in all material respects with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC FilingsReports. As of the their respective date dates 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 SPAC SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 SPAC SEC FilingsReports. To the knowledge of SPAC, none None of the SPAC SEC Filings Reports filed on or prior to the date of this Agreement hereof is subject to ongoing SEC review or investigation as of the date of this Agreementhereof.

SEC Filings. SPAC has timely SLAM has, since its initial public offering (the “IPO”), filed or furnished all statements, prospectusesforms, registration 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 (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 “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, SEC pursuant to Federal Securities Laws through the Exchange Act or the Securities Act 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 “SPAC Additional SLAM SEC FilingsReports”). Each of the SPAC SLAM SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SLAM SEC FilingsReports or the Additional SLAM SEC Reports (for purposes of the Additional SLAM SEC Reports, assuming that the representation and warranty set forth in Section 3.28 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 their respective date dates of its filing (or or, if amended or superseded by a filing prior to the date amended, as of this Agreement or the Closing Date, then on the date of such filingamendment), the SPAC SLAM SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 misleading (for purposes of the date of this AgreementAdditional SLAM SEC Reports, there are no outstanding or unresolved comments in comment letters received from assuming that the SEC with respect to the SPAC SEC Filings. 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.representation and warranty set forth in

SEC Filings. SPAC 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, SEC pursuant to the Exchange Act or the Federal Securities Act 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 “SPAC Acquiror SEC FilingsReports”), 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 Acquiror SEC Reports”). Each of the SPAC Acquiror SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied complied, and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Acquiror SEC Filings. As Reports or the Additional Acquiror SEC Reports (for purposes of the respective date Additional Acquiror 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 its filing (each Group Company specifically for inclusion or if amended or superseded incorporation by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filingreference therein), the SPAC SEC Filings did not 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 made therein, in light of the circumstances under which they were 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 SPAC Acquiror SEC FilingsReports. To The Acquiror SEC Reports did not at the knowledge 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 SPACa material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, none in the light of the SPAC SEC Filings filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as circumstances under which they were made, not misleading (for purposes of the date 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 this Agreementeach Group Company specifically for inclusion or incorporation by reference therein).

SEC Filings. SPAC ALPA 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 the Exchange Act or the Federal Securities Act 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 “SPAC ALPA SEC FilingsReports”), and will file or 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 (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 ALPA SEC Reports”). Each of the SPAC ALPA SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ALPA SEC FilingsReports or the Additional ALPA SEC Reports (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 their respective date dates 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 SPAC ALPA SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC ALPA SEC Filings. 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 AgreementReports.

SEC Filings. SPAC The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, registration statementsreports, schedules, forms, reports statements and other documents required to be filed or furnished by it with the SEC, pursuant to 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 Securities Act (Company since January 1, 2015, including those filed or furnished subsequent to the date of this Agreement, collectively, together with all exhibits and schedules thereto and other information incorporated by reference therein, the “SPAC Company SEC FilingsDocuments”). Each As of the SPAC SEC Filingstheir respective filing dates (or, as of the respective date of its if amended or superseded by a subsequent filing, and as of the date of any amendmentthe last such amendment or superseding filing prior to the date of this Agreement), each of the Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act or and the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the applicable to the SPAC SEC Filingsrules and regulations promulgated thereunder. As None of the respective date of its filing Company SEC Documents, at the time filed (or or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date of this Agreement or the Closing Date, then on the date of such filingAgreement), the SPAC SEC Filings did not contain contained any untrue statement of a material fact or omit omitted to state any a 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, 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 SPAC Company SEC FilingsDocuments. To the knowledge Knowledge of SPACthe Company, none of the SPAC Company SEC Filings filed on 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 prior 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 date of this Agreement is subject to ongoing Company SEC review or investigation as of Documents, and the statements contained in such certifications were complete and correct in all material respects on the date of this Agreementsuch certifications were made.

SEC Filings. SPAC SOAC 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 the Exchange Act or the Federal Securities Act 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 “SPAC SOAC SEC FilingsReports”), 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 SOAC SEC Reports”). Each of the SPAC SOAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC SOAC SEC FilingsReports or the Additional SOAC SEC Reports (for purposes of the 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 on behalf of Group Companies expressly for inclusion or incorporation by reference therein). As of the their respective date dates 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 SPAC SOAC SEC Filings Reports did not 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 made therein, in light Misrepresentation (for purposes of the circumstances under which they were madeAdditional SOAC SEC Reports, not misleadingassuming 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 SPAC SOAC SEC Filings. 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 AgreementReports.

SEC Filings. SPAC AMHC 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 the Exchange Act or the Federal Securities Act 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 “SPAC AMHC SEC FilingsReports”), 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 AMHC SEC Reports”). Each of the SPAC AMHC SEC FilingsReports, as of the their respective date dates of its filingfiling or furnishing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional AMHC SEC Reports, as of their respective dates of filing or furnishing, and as of the date of any amendment or filing or furnishing that superseded the initial filing or furnishing, will comply, in all material respects with the applicable requirements of the Federal Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC AMHC SEC FilingsReports or the Additional AMHC SEC Reports (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 their respective date dates 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)furnishing, the SPAC AMHC SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC AMHC SEC Filings. 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 AgreementReports.

SEC Filings. SPAC 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, SEC pursuant to the Exchange Act or the Federal Securities Act Laws since its 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 their filing through the date hereof, including all exhibits and schedules and documents incorporated by reference therein, the “SPAC PTIC II SEC FilingsReports”), 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 through the Closing, but excluding the Registration Statement / Proxy Statement, the “Additional PTIC II SEC Reports”). Each of the SPAC PTIC II SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act applicable to the SPAC 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 or the Closing Date, then on as of the date of any such amendment or filing that superseded the initial filing), complied, and each of the SPAC Additional PTIC II SEC Filings did not contain Reports, as of their respective dates of filing, or if amended or superseded by a filing prior to the date of Closing as of the date of any untrue statement of a material fact such amendment or omit to state any material fact required to be stated therein or necessary in order to make filing that superseded the statements made thereininitial filing, will comply, in light all material respects with the applicable requirements of the circumstances under which they were made, not misleadingFederal Securities Laws (including the Xxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the PTIC II SEC Reports or the Additional PTIC II SEC Reports. 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 SPAC PTIC II SEC FilingsReports. To The PTIC II SEC Reports did not at the knowledge 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 SPACa material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, none in the light of the SPAC 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 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 AgreementReports.

SEC Filings. SPAC has timely filed As soon as reasonably practicable on or furnished all statements, prospectuses, after the date of filing of the Company’s registration statements, forms, reports and documents required to be filed by it statement on Form S-4 (the “Registration Statement on Form S-4”) containing its preliminary proxy statement in connection with the Business Combination, the Company shall file with the United States Securities and Exchange Commission (the “SEC, pursuant to the Exchange Act or the Securities Act ”) a joint Tender Offer Statement on Schedule TO (collectivelytogether with all amendments thereto, the “SPAC SEC FilingsSchedule TO”). Each of the SPAC SEC Filings, As soon as of the respective date of its filing, and as of reasonably practicable on or after the date of any amendment, complied effectiveness of the Registration Statement on Form S-4 containing the Company’s definitive proxy statement filed in all material respects connection with the requirements Business Combination, the Company and ACM shall file with the SEC any further amendments to the Schedule TO as then necessary or appropriate to reflect the finalization of the Securities Act, the Exchange Act or the Sxxxxxxx-Xxxxx Act applicable to the SPAC SEC Filings. As terms and timing of the respective date of its filing (or if amended or superseded by a filing prior to Tender Offer and commence the date of this Agreement or the Closing Date, then Tender Offer on the date of such filing). Each of the Company and ACM agrees that their respective portions of the Schedule TO and the other Offer Documents, on the SPAC date filed with the SEC Filings did and on the date first published, sent, or given to the Company’s stockholders, will not 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 made therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by ACM with respect to written information supplied by the Company or any of its Affiliates specifically for inclusion in the Offer Documents (or any document incorporated by reference in the Offer Documents) and no representation is made by the Company with respect to written information supplied by ACM or any of its Affiliates specifically for inclusion in the Offer Documents (or any document incorporated by reference in the Offer Documents). As The Company further agrees to take all steps necessary (and ACM shall cooperate with the Company) to cause the Offer Documents to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case, as and to the extent required by applicable federal securities laws. Each of the date Company and ACM agrees promptly to correct or supplement any information provided by it for use in the Schedule TO and in the other Offer Documents if and to the extent that it shall have become false and misleading in any material respect, and the Company further agrees to take all steps necessary (and ACM shall cooperate with the Company) to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case, as and to the extent required by applicable federal securities laws. Each of the Company and ACM and their respective counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the other Offer Documents prior to their filing with the SEC or dissemination to stockholders of the Company. In addition, each Party agrees to provide the other Party and its respective counsel with any comments or other communications that such Party or its counsel may receive from time to time from the SEC or its staff with respect to the Tender Offer or the Offer Documents promptly after the receipt of such comments or other communications. Subject to Section 9.3, each of the Company and ACM agree to use commercially reasonable efforts to cooperate with each other to amend this Agreement, there are no outstanding the Offer Documents or unresolved any other agreements entered into in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) as a result of any comments in comment letters or other communications received from the SEC or its staff with respect to the SPAC SEC Filings. To Tender Offer as may be required; provided that any such amendment shall include those terms that come closest to expressing the knowledge of SPAC, none intention of the SPAC SEC Filings filed on or prior to Parties as set forth in the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this AgreementTransaction Documents then in effect.

SEC Filings. SPAC MAAC 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 the Exchange Act or the Federal Securities Act 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 “SPAC MAAC SEC FilingsReports”) 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, the “Additional MAAC SEC Reports”). Each of the SPAC MAAC SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional MAAC 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 ActLaws (including, the Exchange Act or as applicable, the Sxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC MAAC SEC FilingsReports or the Additional MAAC SEC Reports (for purposes of the Additional MAAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies or the Company Shareholders expressly for inclusion or incorporation by reference therein, if any, is true and correct in all material respects). As of the their respective date dates of its filing (or if amended or superseded by a filing prior to filing, and as of the date of this Agreement any amendment or filing that superseded the Closing Date, then on the date of such initial filing), the SPAC MAAC SEC Filings Reports and the Additional MAAC SEC Reports did not contain any untrue statement of a material fact or omit to state any a 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 misleadingmisleading (for purposes of the Additional MAAC SEC Reports, assuming that all information supplied by or on behalf of Group Companies or the Company Shareholders expressly for inclusion or incorporation by reference therein, if any, is true and correct in all material respects). 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 SPAC MAAC SEC Filings. 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 AgreementReports.

SEC Filings. SPAC TortoiseCorp III 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 the Exchange Act or the Federal Securities Act 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 “SPAC TortoiseCorp III SEC FilingsReports”), 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 TortoiseCorp III SEC Reports”). Each of the SPAC TortoiseCorp III SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC TortoiseCorp III SEC FilingsReports or the Additional TortoiseCorp III SEC Reports (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 their respective date dates 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 SPAC TortoiseCorp III SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC TortoiseCorp III SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Plum 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 the Exchange Act or the Federal Securities Act 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 “SPAC Plum SEC FilingsReports”), 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 Plum SEC Reports”). Each of the SPAC Plum SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Plum SEC FilingsReports or the Additional Plum SEC Reports (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 their respective date dates 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 SPAC Plum SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Plum SEC FilingsReports. To The parties hereto acknowledge that (i) the knowledge of SPAC, none staff of the SPAC SEC Filings filed 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 prior to the date of this Agreement is subject to ongoing SEC review or investigation as other modification of the date 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. SPAC Cascadia 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 the Exchange Act or the applicable Securities Act 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 “SPAC Cascadia SEC FilingsReports”), 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 applicable 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 Cascadia SEC Reports”). Each of the SPAC Cascadia SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Cascadia 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 respects, with the applicable requirements of the applicable Securities ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Cascadia SEC FilingsReports or the Additional Cascadia SEC Reports (for purposes of the Additional Cascadia 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 the their respective date dates 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 SPAC Cascadia SEC Filings Reports did not not, and the Additional Cascadia SEC Reports will not, contain any untrue statement of a material fact or omit to state any a 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 misleadingmisleading (for purposes of the Additional Cascadia 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 the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SPAC Cascadia SEC Filings. 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 AgreementReports.

SEC Filings. SPAC JAWS 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 the Exchange Act or the Federal Securities Act 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 “SPAC JAWS SEC FilingsReports”), 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 JAWS SEC Reports”). Each of the SPAC JAWS SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC JAWS SEC FilingsReports or the Additional JAWS SEC Reports (for purposes of the Additional JAWS 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 their respective date dates 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 SPAC JAWS SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC JAWS SEC Filings. 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 AgreementReports.

SEC Filings. SPAC Pathfinder 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 the Exchange Act or the Federal Securities Act 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 “SPAC Pathfinder SEC FilingsReports”), 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, 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 Pathfinder SEC Reports”). Each of the SPAC Pathfinder SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Pathfinder SEC FilingsReports or the Additional Pathfinder SEC Reports (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 their respective date dates 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 SPAC Pathfinder SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Pathfinder SEC Filings. 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 AgreementReports.

SEC Filings. SPAC 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, SEC pursuant to the Exchange Act or the Securities Act 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 “SPAC Acquiror SEC FilingsReports”) 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 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 Acquiror SEC Reports”). Each of the SPAC Acquiror SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional Acquiror SEC Reports, as of their respective dates of filing (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 Securities Actapplicable Laws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Acquiror SEC FilingsReports or the Additional Acquiror SEC Reports (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 their respective date dates 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 SPAC Acquiror SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Acquiror SEC Filings. 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 AgreementReports.

SEC Filings. SPAC ACT 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 the Exchange Act or the Federal Securities Act 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 “SPAC ACT SEC FilingsReports”), 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 ACT SEC Reports”). Each of the SPAC ACT SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ACT SEC FilingsReports or the Additional ACT SEC Reports. As of the their respective date dates 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 SPAC ACT SEC Filings Reports did not not, and the Additional ACT SEC Reports will not, contain any untrue statement of a material fact or omit to state any a 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 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 SPAC ACT SEC FilingsReports. To the knowledge of SPACACT, none of the SPAC ACT SEC Filings filed on or prior to the date of this Agreement is Reports are subject to ongoing SEC review or investigation as of the date of this Agreementhereof.

SEC Filings. SPAC ENVI 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 the Exchange Act or the Federal Securities Act 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 “SPAC ENVI SEC FilingsReports”), 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 ENVI SEC Reports”). Each of the SPAC ENVI SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional ENVI 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC ENVI SEC FilingsReports or the Additional ENVI SEC Reports (for purposes of the Additional ENVI 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 their respective date dates 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 SPAC ENVI SEC Filings Reports did not not, and the Additional ENVI SEC Reports will not, contain any untrue statement of a material fact or omit to state any a 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 misleadingmisleading (for purposes of the Additional ENVI 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 SPAC ENVI SEC Filings. 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 AgreementReports.

SEC Filings. SPAC The Company has timely filed or furnished all required registration statements, prospectuses, registration statementsreports, schedules, forms, reports statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SECSEC since December 31, pursuant 2000. The Company has delivered or made available to the Exchange Act or Parent all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the Securities Act form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (collectivelyincluding those that the Company may file subsequent to the date hereof), as amended, are referred to herein as the “Company SEC Reports”. As of their respective dates, the “SPAC Company SEC Filings”). Each of the SPAC SEC Filings, as of the respective date of its filing, Reports (i) were prepared in accordance and as of the date of any amendment, complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the Exchange Act or case may be, the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports and (ii) did not at the SPAC SEC Filings. As of the respective date of its filing time they were filed (or if amended or superseded by a filing prior to the date of this Agreement or the Closing DateAgreement, then on the date of such filing), the SPAC SEC Filings did not ) contain any untrue statement of a material fact or omit to state any 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. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect except to the SPAC SEC Filings. To the knowledge of SPAC, none of the SPAC SEC Filings filed on or extent corrected prior to the date of this Agreement is subject to ongoing hereof by a subsequently filed Company SEC review or investigation as Report. None of the date Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to information supplied by or on behalf of this AgreementParent, the Merger Sub, CACI International, Inc., CACI, INC. — FEDERAL or Dagger Acquisition Corporation which is contained in any of the foregoing documents, or which any of such Persons failed to supply.

SEC Filings. SPAC Capstar 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 the Exchange Act or the Federal Securities Act 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 “SPAC Capstar SEC FilingsReports”), 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 Capstar SEC Reports”). Each of the SPAC Capstar SEC FilingsReports, as of the their respective date dates of its filing, and as of the date of any amendmentamendment or filing that superseded the initial filing, complied and each of the Additional 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 ActLaws (including, as applicable, the Exchange Act or the SxxxxxxxXxxxxxxx-Xxxxx Act and any rules and regulations promulgated thereunder) applicable to the SPAC Capstar SEC FilingsReports or the Additional Capstar SEC Reports (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 their respective date dates 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 SPAC Capstar SEC Filings Reports did not contain any untrue statement of a material fact or omit to state any a 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 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 SPAC Capstar SEC Filings. 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 AgreementReports.