Common use of Financial Statements; Internal Controls Clause in Contracts

Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the six months ended June 30, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. (c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.

Financial Statements; Internal Controls. (a) The Company has delivered to Parent true Skyline Medical accurate and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the six months years ended June 30, 2018 2017 and June 30, 2016 and for the period from July 1, 2017 through September 30, 2017 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such the September 30, 2017 balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, that such financial statements do not contain footnotes as may be required under GAAPfootnotes, and (3) in that the case of the Most Recent interim Company Financial Statements, Statements are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. (c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31July 1, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.

Financial Statements; Internal Controls. (a) The Company has delivered previously made available to Parent true and complete copies of the (i) audited consolidated financial statementsbalance sheet, including balance sheets income statement, statement of cash flows and income statements, statement of the Company Entities for the calendar years ended December 31, 2017 shareholder’s equity (the “Company Audited Financial Statements”), and (iideficit) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its the Company’s Subsidiaries (including the Company Foreign Subsidiaries), for the six months fiscal years ended June 30, 2018 2014, June 30, 2013 and June 30, 2012, and the unaudited consolidated balance sheet and income statement of the Company and the Company’s Subsidiaries for the nine-month period ended March 31, 2015 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such books and records of the Company Financial Statementsand the Company’s Subsidiaries, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresent fairly, in all material respects, the financial position condition of the Company and the Company’s Subsidiaries as of the respective dates thereof times and the results of operations and cash flows of the Company for the periods covered thereby. referred to therein. The Financial Statements have been prepared in accordance with GAAP, consistently applied throughout and among the periods indicated, except that the unaudited statements exclude the footnote disclosures and any year-end adjustments required for GAAP (c) the effect of which will not be materially adverse). The Company has established and maintains a system of “internal controls designed over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge , (ii) that receipts and expenditures of the Company, since December 31, 2015, until Company are being made only in accordance with the date hereof, neither the Company nor any authorization of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (d) The Company’s auditor has at all times since its engagement by the Company beenand directors, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A regarding prevention or timely detection of the Exchange Act and unauthorized acquisition, use or disposition of the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities assets that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to could have a material effect on the Company’s financial statements.

Financial Statements; Internal Controls. (a) The Company has delivered Attached to Parent true Schedule 2.5(a) are correct and complete copies of the (i) audited consolidated following financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, statements of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the six months ended June 30, 2018 (collectively, the “Company Most Recent Financial Statements,” ”): (i) unaudited consolidated balance sheets and together with statements of income as of and for the Company Audited Financial Statementsfiscal years ended December 31, 2018 and December 31, 2019 (such latter date, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance SheetMost Recent Fiscal Year End”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) unaudited consolidated balance sheets and statements of income (the “Most Recent Financial Statements”) as of and for the nine (9) month period ended September 30, 2020 (the “Most Recent Fiscal Month End”). The Financial Statements have been prepared in accordance with the Accounting Standards and, except as set forth on Schedule 2.5(a), present fairly presentand accurately, in all material respects, the consolidated financial position condition, results of operations, and changes in equity and cash flow of the Company and its Subsidiaries as of the and for their respective dates thereof and for the results of operations and cash flows periods then ending. (b) Each of the Company for the periods covered thereby. (c) The Company maintains and its Subsidiaries has established and adhered to, and does adhere to, a system of internal accounting controls which is designed to provide reasonable assurance regarding the reliability of financial reporting and reporting. There has never been any (i) “significant deficiency” or “material weakness” (each as defined by the Public Company Accounting Oversight Board) in any system of internal accounting controls used by the Company or any of its Subsidiaries, (ii) fraud or other wrongdoing that involves any of the management or other employees of the Company or any of its Subsidiaries who have a role in the preparation of financial statements for external purposes in accordance with GAAP. To or the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized accounting controls used by the Company Entities; (B) any illegal act or fraudGroup, whether or not material, that involves the Company’s management or other employees; or (Ciii) any claim or allegation regarding any of the foregoing. (dc) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: Except for liabilities and obligations (i) a registered public accounting firm (as defined incurred in Section 2(a)(12) the ordinary course of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); business, (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and that are not material, (iii) specifically reflected or reserved against in compliance with subsections the Financial Statements (gor specifically disclosed in the notes thereto, if any) through or (liv) of Section 10A set forth on Schedule 2.5(c), there are no liabilities or obligations of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided or any non-audit services for Subsidiary of the Company Entities of any nature (whether accrued, absolute, contingent or otherwise) that are of a type that would be required to be approved reflected on a Financial Statement prepared in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyAccounting Standards.

Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the Company’s audited consolidated financial statements, including statements consisting of the balance sheets and income statements, of the Company Entities as of March 31, 2020 and March 31, 2021 and the related statement of operations, statement of changes in stockholders’ equity and statement of cash flows for the calendar fiscal years then ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the Company’s unaudited consolidated financial statements, including statements consisting of the balance sheets and income statements, sheet of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the six months ended as of June 30, 2018 2021 and the statement of profits and losses for the three-month period then ended (collectively, the “Company Most Recent Unaudited Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Financial Statements (iincluding the related notes and schedules thereto) were (x) have been prepared from the books and records of the Company, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered period involved (except (1) as may be indicated in such Company Financial Statementsnoted therein), and (2) subject, in the case of the Most Recent Unaudited Financial Statements, such to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial statements do not contain footnotes condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. (b) Section 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”). The Management Accounts (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be required under GAAPnoted therein), (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to shall be material; , individually or in the aggregate, and the absence of notes, and (iiiii) fairly presenthaving regard for the purpose for which such financial information was prepared, in all material respects, do not (A) materially overstate the financial position value of the assets nor materially understate the liabilities of the Company as of at the respective dates thereof and to which they were prepared, or (B) materially overstate the results of operations and cash flows profits or materially understate the losses of the Company for in respect of the periods covered therebyto which the relate. (c) The Company maintains has a system of internal controls designed over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance regarding the reliability of financial reporting and the (i) that transactions are recorded as necessary to permit preparation of financial statements for external purposes in accordance with GAAP. To GAAP consistently applied and (ii) of the Knowledge prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company, since December 31, 2015, until the date hereof, neither the . The Company nor any of its Subsidiaries nor the Company’s independent registered accountant has not identified or been made aware of: (Ax) any significant deficiency deficiencies or material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by the Company Entities; and (By) any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s management preparation of financial statements or other employees; or (C) any claim or allegation regarding any of the foregoinginternal controls over financial reporting. (d) The Company’s auditor has at all times since its engagement by Since January 1, 2019, the Company beenhas not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12loan loss reserves, write-downs, charge-offs and accruals) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to Company or its internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company within has engaged in questionable accounting or auditing practices. (e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, where the meaning result, purpose or intended effect of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) such Contract or arrangement is to avoid disclosure of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for material transaction involving, or material liabilities of, the Company Entities that would be required to be approved in accordance with Section 201 of its financial statements, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyFinancial Statements.

Financial Statements; Internal Controls. (a) The Company has delivered to Parent Schedule 3.7(a) contains true and complete copies of the (i) audited consolidated financial statements, including the unaudited combined balance sheets and income statements, of the Company Entities for the calendar years ended Acquired Companies as of December 31, 2017 and as of September 30, 2018 (the “Company Audited Financial StatementsMost Recent Balance Sheet” and such date, the “Balance Sheet Date”), ) and (ii) copies the related statements of the unaudited consolidated financial statements, including balance sheets income and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), cash flows for the six months ended June 30twelve-month period and nine-month period then ended, 2018 respectively (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Each of the Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresents fairly, in all material respects, the financial position of the Company as of Acquired Companies at the respective dates thereof and the results of operations and cash flows of the Company Acquired Companies for the periods covered therebythen ended, as applicable, in accordance with GAAP, consistently applied during the applicable period, except (i) as may be stated in the notes thereto, (ii) that the unaudited Financial Statements at and for the nine month period ended on the Balance Sheet Date are subject to year-end adjustments, (iii) that the unaudited Financial Statements lack the footnote disclosure otherwise required by GAAP and (iv) as set forth on Schedule 3.7(b). (c) The Company Each of the Acquired Companies maintains a system of internal accounting controls designed sufficient to provide reasonable assurance regarding the reliability assurances that books and records are maintained and transactions and dispositions of financial reporting and the preparation of assets are recorded, in each case as reasonably necessary to prepare financial statements for external purposes that present fairly, in accordance with GAAP. To all material respects, the Knowledge financial position of the Company, since December 31, 2015, until Acquired Companies at the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness dates thereof except as noted in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingSection 3.7(b). (d) The Company’s auditor has at all times since its engagement by the Company beenExcept as set forth on Schedule 3.7(d), to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X other than any Indebtedness outstanding under the Exchange Act; and (iii) Existing Debt Agreements, no Acquired Company is liable in compliance with subsections (g) through (l) respect of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyIndebtedness.

Financial Statements; Internal Controls. (a) The Company has delivered to Parent Section 6.9(a) of the MultiplAI Disclosure Letter sets forth true and complete copies of the (i) audited consolidated the unaudited income statement and statement of financial statements, including balance sheets position of MultiplAI and income statements, its Subsidiaries as of the Company Entities and for the calendar years ended period from October 1, 2021 through December 31, 2017 3022 (including the “Company Audited Financial Statements”notes thereto), (ii) the unaudited income statement and statement of financial position of MultiplAI and its Subsidiaries as of and for the period from September 9, 2020 through September 30, 2021 (including the notes thereto), and (iiiii) copies the balance sheet and profit and loss statement of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company MultiplAI and its Subsidiaries (including the Company Foreign Subsidiaries), as of and for the six months year ended June 30, 2018 2023 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company MultiplAI Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Each of the MultiplAI Financial Statements (i) were was prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods covered period indicated (except (1) as may be indicated in such Company Financial Statementsthe notes thereto), and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresents, in all material respects, the financial position of the Company as of the respective dates thereof and the position, results of operations and cash flows of MultiplAI and its Subsidiaries as of the Company date thereof and for the periods covered therebyperiod indicated therein, except as otherwise noted therein, and (iii) were prepared from, and are in accordance in all material respects with, the books and records of MultiplAI. (c) The Company maintains a system Neither MultiplAI, nor any director or officer of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the CompanyMultiplAI, since December 31, 2015, until the date hereof, neither the Company nor or any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; MultiplAI or its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the CompanyMultiplAI’s or its Subsidiaries’ management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized MultiplAI or its Subsidiaries or (Ciii) any claim, allegation, assertion or complaint (whether written or oral) regarding the accounting or auditing practices, procedures, methodologies or methods of MultiplAI or its Subsidiaries or their respective internal accounting controls, including any such material complaint, allegation, assertion or claim that MultiplAI or allegation its Subsidiaries has engaged in questionable accounting or auditing practices. There have been no internal investigations regarding any accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the foregoingchief executive officer, chief financial officer, general counsel, the board of directors of MultiplAI or any committee thereof. (d) The Company’s auditor has at all times since MultiplAI and its engagement by the Company been, Subsidiaries maintain a system of internal accounting controls that are sufficient to the Knowledge of the Companyprovide reasonable assurance that: (i) a registered public accounting firm (as defined transactions are executed in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); accordance with management’s general or specific authorizations, (ii) “independent” MultiplAI and the its Subsidiaries maintain records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets, distribution of dividends and/or any other type of equity distributions, and its liabilities, (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iv) access to assets is permitted only in accordance with management’s general or specific authorization, (v) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunderany differences. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved books and records of MultiplAI have been, and are being, maintained in all material respects in accordance with Section 201 IFRS and any other applicable legal and accounting requirements. (e) If applicable, MultiplAI has delivered to SPAC and the Company a copy of any disclosure (or, if unwritten, a summary thereof) by any Representative of MultiplAI or its independent auditors and relating to any material weaknesses in internal controls and any significant deficiencies in the ▇▇▇▇▇▇▇▇design or operation of internal controls that would adversely affect the ability of MultiplAI or any of its Subsidiaries to record, process, summarize and report financial data. MultiplAI has no knowledge of any fraud or whistle-▇▇▇▇▇ Act if such Act applied to blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the Companyinternal control over financial reporting of MultiplAI or any of its Subsidiaries.