Common use of Internal Controls; Listing; Financial Statements Clause in Contracts

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of CHP’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPO, (i) CHP has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of CHP’s financial reporting and the preparation of CHP’s financial statements for external purposes in accordance with GAAP and (ii) CHP has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to CHP is made known to CHP’s principal executive officer and principal financial officer by others within CHP. (b) CHP has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its IPO, CHP has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding CHP Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of CHP, threatened against CHP by Nasdaq or the SEC with respect to any intention by such entity to deregister CHP Class A Common Stock or prohibit or terminate the listing of CHP Class A Common Stock on Nasdaq. CHP has not taken any action that is designed to terminate the registration of CHP Class A Common Stock under the Exchange Act. (d) The CHP SEC Reports contain true and complete copies of the applicable CHP Financial Statements. The CHP Financial Statements (i) fairly present in all material respects the financial position of CHP as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited CHP Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) CHP has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for CHP’s and its Subsidiaries’ assets. CHP maintains and, for all periods covered by the CHP Financial Statements, has maintained books and records of CHP in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of CHP in all material respects. (f) Since its incorporation, CHP has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of CHP to CHP’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of CHP to CHP’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of CHP who have a significant role in the internal controls over financial reporting of CHP.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of CHP’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since Since its IPOinitial public offering, (i) CHP Plum has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of CHPPlum’s financial reporting and the preparation of CHPPlum’s financial statements for external purposes in accordance with GAAP and (ii) CHP Plum has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to CHP Plum is made known to CHPPlum’s principal executive officer and principal financial officer by others within CHPPlum. (b) CHP Plum has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since its IPOinitial public offering, CHP Plum has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. The classes of securities representing issued and outstanding CHP Plum Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of CHPPlum’s knowledge, threatened against CHP Plum by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister CHP Plum Class A Common Stock Shares or prohibit or terminate the listing of CHP Plum Class A Common Stock Shares on NasdaqNASDAQ. CHP Plum has not taken any action that is designed to terminate the registration of CHP Plum Class A Common Stock Shares under the Exchange ActNASDAQ. (d) The CHP Plum SEC Reports Reports, as amended or revised, contain true and complete copies of Plum’s financial statements (collectively, the applicable CHP “Plum Financial Statements”). The CHP Plum Financial Statements (i) fairly present in all material respects the financial position of CHP Plum as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be be, individually or in the aggregate, material) and the absence of footnotesnotes thereto), (iii) in the case of the audited CHP Plum Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and requirements, with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) and with the Statement. (e) CHP Plum has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for CHPPlum’s and its Subsidiaries’ assets. CHP Plum maintains and, for all periods covered by the CHP Plum Financial Statements, has maintained books and records of CHP Plum in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets assets, and liabilities of CHP Plum in all material respects. (f) Since Except as disclosed in the Plum SEC Reports, since its incorporation, CHP Plum has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of CHP to CHP’s knowledgePlum, (ii) a “material weakness” in the internal controls over financial reporting of CHP to CHP’s knowledge Plum or (iii) fraud, whether or not material, that involves management or other employees of CHP Plum who have a significant role in the internal controls over financial reporting of CHPPlum.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of CHPProspector’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or as a “smaller reporting company” within the meaning of the Exchange Act, since its IPOinitial public offering, other than as described in Prospector’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021, September 30, 2021 and March 30, 2022 and in its Annual Reports on Form 10-K for the years ended December 31, 2021 (as amended) and December 31, 2022 (i) CHP Prospector has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of CHPProspector’s financial reporting and the preparation of CHP’s financial statements the Prospector Financial Statements for external purposes in accordance with GAAP and (ii) CHP Prospector has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to CHP Prospector is made known to CHPProspector’s principal executive officer and principal financial officer by others within CHPProspector. (b) CHP Prospector has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its IPOinitial public offering, CHP Prospector has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding CHP Prospector Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of CHPProspector, threatened against CHP Prospector by Nasdaq or the SEC with respect to any intention by such entity to deregister CHP Prospector Class A Common Stock Shares or prohibit or terminate the listing of CHP Prospector Class A Common Stock Shares on Nasdaq. CHP Prospector has not taken any action that is designed to terminate the registration of CHP Prospector Class A Common Stock Shares under the Exchange Act. (d) The CHP Prospector SEC Reports contain true and complete copies of the applicable CHP Prospector Financial Statements. The CHP Prospector Financial Statements (i) fairly present in all material respects the financial position of CHP Prospector as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited CHP Prospector Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the applicable rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) CHP Prospector has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for CHPProspector’s and its Subsidiaries’ assets. CHP Prospector maintains and, for all periods covered by the CHP Prospector Financial Statements, has maintained maintained, books and records of CHP Prospector in the ordinary course of business Ordinary Course that are accurate and complete and reflect the revenues, expenses, assets and liabilities of CHP Prospector in all material respects. (f) Since its incorporation, CHP except as set forth on Section 4.7(f) of the Prospector Disclosure Schedules, Prospector has not received any written complaint, allegation, assertion or claim that there is (i) a to Prospector’s knowledge, “significant deficiency” in the internal controls over financial reporting of CHP Prospector to CHPProspector’s knowledge, (ii) to Prospector’s knowledge, a “material weakness” in the internal controls over financial reporting of CHP to CHP’s knowledge Prospector or (iii) fraudFraud or corporate misappropriation, whether or not material, that involves management or other employees of CHP Prospector who have a significant role in the internal controls over financial reporting of CHPProspector.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of CHPSPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPOinitial public offering, and except as described in the Amended 10-K Filings, (i) CHP SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of CHPSPAC’s financial reporting and the preparation of CHPSPAC’s financial statements for external purposes in accordance with GAAP and (ii) CHP SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to CHP SPAC is made known to CHPSPAC’s principal executive officer and principal financial officer by others within CHPSPAC. (b) CHP SPAC has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its IPOinitial public offering, CHP SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNYSE. The classes of securities representing issued and outstanding CHP SPAC Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. As of the date of this Agreement, there is no material Proceeding pending or, to the knowledge of CHPSPAC’s knowledge, threatened against CHP SPAC by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister CHP SPAC Class A Common Stock Shares or prohibit or terminate the listing of CHP SPAC Class A Common Stock Shares on NasdaqNYSE. CHP SPAC has not taken any action that is designed to terminate the registration of CHP SPAC Class A Common Stock Shares under the Exchange Act. (d) The CHP After giving effect to the Amended 10-K Filings, the SPAC SEC Reports contain true and complete copies of the applicable CHP SPAC Financial Statements. The CHP After giving effect to the Amended 10-K Filings, the SPAC Financial Statements (i) fairly present in all material respects the financial position of CHP SPAC as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited CHP SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (e) CHP Except as described in the Amended 10-K Filings, SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for CHPSPAC’s and its Subsidiaries’ assets. CHP SPAC maintains and, for all periods covered by the CHP SPAC Financial Statements, has maintained books and records of CHP SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of CHP SPAC in all material respects. (f) Since its incorporation, CHP neither SPAC, nor to the SPAC’s knowledge, an independent auditor of SPAC, has not received identified any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of CHP to CHP’s knowledge, (ii) a deficiency”or “material weakness” in the internal controls over financial reporting of CHP to CHP’s knowledge SPAC, except as described in the Amended 10-K Filings, or (iiiii) fraud, whether or not material, that involves management or other employees of CHP SPAC who have a significant role in the internal controls over financial reporting of CHPSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of CHP’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPO, (i) CHP has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of CHP’s financial reporting and the preparation of CHP’s financial statements for external purposes in accordance with GAAP and (ii) CHP has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to CHP is made known to CHP’s principal executive officer and principal financial officer by others within CHP. (b) CHP Armada has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (cb) Since its IPOinitial public offering, CHP Armada has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNASDAQ. The classes of securities representing issued and outstanding CHP Class A Common Stock Armada Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this AgreementOriginal Date, there is no material Proceeding pending or, to the knowledge of CHPArmada’s knowledge, threatened against CHP Armada by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister CHP Class A Common Stock Armada Shares or prohibit or terminate the listing of CHP Class A Common Stock Armada Shares on NasdaqNASDAQ. CHP Armada has not taken any action that is designed to terminate the registration of CHP Class A Common Stock Armada Shares under the Exchange Act. (dc) The CHP Armada SEC Reports contain true and complete copies of the applicable CHP Armada Financial Statements. The CHP Armada Financial Statements (i) fairly present in all material respects the financial position of CHP Armada as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (iii) in the case of the audited CHP Armada Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (ed) CHP Armada has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for CHPArmada’s and its Subsidiaries’ assets. CHP Armada maintains and, for all periods covered by the CHP Armada Financial Statements, has maintained books and records of CHP Armada in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of CHP Armada in all material respects. (f) Since its incorporation, CHP has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of CHP to CHP’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of CHP to CHP’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of CHP who have a significant role in the internal controls over financial reporting of CHP.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of CHPPlum’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPOinitial public offering, (i) CHP Plum has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of CHPPlum’s financial reporting and the preparation of CHPPlum’s financial statements for external purposes in accordance with GAAP and (ii) CHP Plum has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to CHP Plum is made known to CHPPlum’s principal executive officer and principal financial officer by others within CHPPlum. (b) CHP Plum has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since its IPOinitial public offering, CHP Plum has complied in all material respects with all applicable listing and corporate governance rules and regulations of NasdaqNASDAQ, or has cured any failure to so comply within the time period allowed for such cure by NASDAQ. The classes of securities representing issued and outstanding CHP Plum Class A Common Stock Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNASDAQ. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of CHPPlum’s knowledge, threatened in writing against CHP Plum by Nasdaq NASDAQ or the SEC with respect to any intention by such entity to deregister CHP Plum Class A Common Stock Shares or prohibit or terminate the listing of CHP Plum Class A Common Stock Shares on NasdaqNASDAQ. CHP Plum has not taken any action that is designed to terminate the registration of CHP Plum Class A Common Stock Shares under the Exchange Act. (d) The CHP Plum SEC Reports Reports, as amended or revised, contain true and complete copies of Plum’s financial statements (collectively, the applicable CHP “Plum Financial Statements”). The CHP Plum Financial Statements (i) fairly present in all material respects the financial position of CHP Plum as at the respective dates thereof, and the results of its operations, stockholdersshareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesnotes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved indicated (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be be, individually or in the aggregate, material) and the absence of footnotesnotes thereto), (iii) in the case of the audited CHP Plum Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and requirements, with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable)) and with the Statement. (e) CHP Plum has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for CHPPlum’s and its Subsidiaries’ assets. CHP Plum maintains and, for all periods covered by the CHP Plum Financial Statements, has maintained books and records of CHP Plum in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets assets, and liabilities of CHP Plum in all material respects. (f) Since Except as disclosed in the Plum SEC Reports, since its incorporation, CHP Plum has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of CHP to CHP’s knowledgePlum, (ii) a “material weakness” in the internal controls over financial reporting of CHP to CHP’s knowledge Plum or (iii) fraud, whether or not material, that involves management or other employees of CHP Plum who have a significant role in the internal controls over financial reporting of CHPPlum.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of CHP’s ▇▇▇▇▇▇▇’▇ status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPOinitial public offering, (i) CHP Carmell has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of CHP’s ▇▇▇▇▇▇▇’▇ financial reporting and the preparation of CHP’s ▇▇▇▇▇▇▇’▇ financial statements for external purposes in accordance with GAAP and (ii) CHP ▇▇▇▇▇▇▇ has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to CHP ▇▇▇▇▇▇▇ is made known to CHP’s ▇▇▇▇▇▇▇’▇ principal executive officer and principal financial officer by others within CHPCarmell. Such disclosure controls and procedures are effective in timely alerting ▇▇▇▇▇▇▇’▇ principal executive officer and principal financial officer to material information required to be included in ▇▇▇▇▇▇▇’▇ periodic reports required under the Exchange Act. (b) CHP Each director and executive officer of ▇▇▇▇▇▇▇ has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. ▇▇▇▇▇▇▇ has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its IPO, CHP has complied in all material respects with all applicable listing and corporate governance rules and regulations of Nasdaq. The classes of securities representing issued and outstanding CHP Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of CHP, threatened against CHP by Nasdaq or the SEC with respect to any intention by such entity to deregister CHP Class A Common Stock or prohibit or terminate the listing of CHP Class A Common Stock on Nasdaq. CHP has not taken any action that is designed to terminate the registration of CHP Class A Common Stock under the Exchange Act. (di) The CHP Carmell SEC Reports contain true and complete copies of the applicable CHP financial statements (including all related notes and schedules thereto) of the Carmell Parties and (ii) Section 4.10(d) of the Carmell Disclosure Schedules contains a true and complete copy of the audited consolidated balance sheet of Carmell as of December 31, 2022 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows of Carmell for the year then ended, together with the auditor’s reports thereon (clauses (i) and (ii) collectively, the “Carmell Financial Statements”). The CHP Carmell Financial Statements (iA) fairly present in all material respects the financial position of CHP ▇▇▇▇▇▇▇ as at of the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes)ended, (iiB) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotesthereto), (iiiC) in the case of the audited CHP Carmell Financial Statements, were audited in accordance with the standards of the PCAOB and (ivD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (ed) CHP ▇▇▇▇▇▇▇ has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for CHP’s ▇▇▇▇▇▇▇’▇ and its Subsidiaries’ assets. CHP ▇▇▇▇▇▇▇ maintains and, for all periods covered by the CHP Carmell Financial Statements, has maintained maintained, in all material respects in accordance with GAAP and applicable Law, books and records of CHP ▇▇▇▇▇▇▇ in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities Liabilities of CHP Carmell. (e) There are no outstanding loans or other extensions of credit made by ▇▇▇▇▇▇▇ to any executive officer (as defined in all material respectsRule 3b-7 under the Exchange Act) or director of Carmell. ▇▇▇▇▇▇▇ has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Since Except as set forth in the Carmell SEC Reports, since its incorporation, CHP neither ▇▇▇▇▇▇▇ (including any employee thereof) nor, to the knowledge of Carmell, ▇▇▇▇▇▇▇’▇ independent auditors, has not received any written complaint, allegation, assertion or claim that there is is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of CHP to CHP’s knowledgeCarmell, (ii) a “material weakness” in the internal controls over financial reporting of CHP to CHP’s knowledge Carmell or (iii) fraud, whether or not material, that involves management or other employees of CHP ▇▇▇▇▇▇▇ who have a significant role in the internal controls over financial reporting of CHP▇▇▇▇▇▇▇.