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

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of the Company’s status as a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Exchange Act, (i) the Company 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 Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and (ii) the Company 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 information relating to the Company is made known to the Company’s principal executive officer and principal financial officer by others within the Company. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (b) Each director and executive officer of the Company 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. (c) Since January 1, 2021, except as set forth in Schedule 6.9(c) of the Disclosure Schedules, the Company 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 Company Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. There is no Action pending or, to the Knowledge of the Company, threatened against the Company by Nasdaq or the SEC with respect to any intention by such entity to deregister the Company Common Stock or prohibit or terminate the listing of Company Common Stock on Nasdaq. The Company has not taken any action that is designed to terminate the registration of Company Common Stock under the Exchange Act. (d) The Company SEC Reports contain true and complete copies of the audited consolidated balance sheet of the Company as of years ended December 31, 2021, 2022 and 2023 and the related audited consolidated statements of operations and comprehensive loss, shareholders equity (deficit) and cash flows of the Company for the years then ended, together with the auditor’s reports thereon (collectively, the “Company Financial Statements”). The Company Financial Statements (A) fairly present in all material respects the financial position of the Company as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended, (B) 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), (C) in the case of the audited Company Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board and (D) 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) The Company 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 the Company’s and its Subsidiaries’ assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained, in all material respects in accordance with GAAP and applicable Law, books and records of the Company in the Ordinary Course of Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company. (f) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) For the past three (3) years, neither the Company (including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors, has received any written complaint, allegation, assertion or claim that there is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of the Company, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a role in the internal controls over financial reporting of the Company.

Internal Controls; Listing; Financial Statements. (a) Except as not required in reliance on exemptions from various reporting requirements by virtue of the Company’s status as a “smaller reporting company” as defined in Rule 12b-2 promulgated under the Exchange Act, (i) the Company 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 Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP and (ii) the Company 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 information relating to the Company is made known to the Company’s principal executive officer and principal financial officer by others within the Company. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. (b) Each director and executive officer of the Company 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. (c) Since January 1, 2021, except as set forth in Schedule 6.9(c) of the Disclosure Schedules, the Company 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 Company Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq. There is no Action pending or, to the Knowledge of the Company, threatened against the Company by Nasdaq or the SEC with respect to any intention by such entity to deregister the Company Common Stock or prohibit or terminate the listing of Company Common Stock on Nasdaq. The Company has not taken any action that is designed to terminate the registration of Company Common Stock under the Exchange Act. (d) The Company SEC Reports contain true and complete copies of the audited consolidated balance sheet of the Company as of years ended December 31, 2021, 2022 and 2023 and the related audited consolidated statements of operations and comprehensive loss, shareholders equity (deficit) and cash flows of the Company for the years then ended, together with the auditor’s reports thereon (collectively, the “Company Financial Statements”). The Company Financial Statements (A) fairly present in all material respects the financial position of the Company as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended, (B) 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), (C) in the case of the audited Company Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board and (D) 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) The Company 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 the Company’s and its Subsidiaries’ assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained, in all material respects in accordance with GAAP and applicable Law, books and records of the Company in the Ordinary Course of Business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company. (f) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇Sarbanes-▇▇▇▇▇ Oxley Act. (g) For the past three (3) years, neither the Company (including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors, has received any written complaint, allegation, assertion or claim that there is, or there has been, (i) a “significant deficiency” in the internal controls over financial reporting of the Company, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a role in the internal controls over financial reporting of the Company.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of the Company’s Atlas’ status as a an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” as defined in Rule 12b-2 promulgated under within the meaning of the Exchange Act, since its initial public offering, (i) the Company Atlas 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 Company’s Atlas’ financial reporting and the preparation of the Company’s Atlas’ financial statements for external purposes in accordance with GAAP and (ii) the Company Atlas 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 the Company Atlas is made known to the Company’s Atlas’ principal executive officer and principal financial officer by others within the Company. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange ActAtlas. (b) Each director and executive officer Atlas has not taken any action prohibited by Section 402 of the Company 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▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since January 1its initial public offering, 2021, except as set forth in Schedule 6.9(c) of the Disclosure Schedules, the Company Atlas 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 Company Common Stock Atlas Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. There As of the date of the Original Agreement, there is no Action Proceeding pending or, to the Knowledge of the CompanyAtlas’ knowledge, threatened against the Company Atlas by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister the Company Common Stock Atlas Class A Shares or prohibit or terminate the listing of Company Common Stock Atlas Class A Shares on NasdaqNYSE. The Company Atlas has not taken any action that is designed to terminate the registration of Company Common Stock Atlas Class A Shares under the Exchange Act. (d) The Company Atlas SEC Reports contain true and complete copies of the audited consolidated balance sheet of the Company as of years ended December 31, 2021, 2022 and 2023 and the related audited consolidated statements of operations and comprehensive loss, shareholders equity (deficit) and cash flows of the Company for the years then ended, together with the auditor’s reports thereon (collectively, the “Company applicable Atlas Financial Statements”). The Company Atlas Financial Statements (Ai) fairly present in all material respects the financial position of the Company Atlas as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then endedended (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 notes thereto), (Bii) 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 notes thereto), (Ciii) in the case of the audited Company Atlas Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board PCAOB and (Div) 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) The Company Atlas 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 the Company’s Atlas’ and its Subsidiaries’ assets. The Company Atlas maintains and, for all periods covered by the Company Atlas Financial Statements, has maintained, in all material respects in accordance with GAAP and applicable Law, maintained books and records of the Company Atlas in the Ordinary Course ordinary course of Business business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the CompanyAtlas in all material respects. (f) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company Since its incorporation, Atlas has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) For the past three (3) years, neither the Company (including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors, has received any written complaint, allegation, assertion or claim that there is, or there has been, is (i) a “significant deficiency” in the internal controls over financial reporting of the CompanyAtlas, (ii) a “material weakness” in the internal controls over financial reporting of the Company Atlas or (iii) fraud, whether or not material, that involves management or other employees of the Company Atlas who have a significant role in the internal controls over financial reporting of the CompanyAtlas.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of the Company’s Atlas’ status as a an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” as defined in Rule 12b-2 promulgated under within the meaning of the Exchange Act, since its initial public offering, (i) the Company Atlas 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 Company’s Atlas’ financial reporting and the preparation of the Company’s Atlas’ financial statements for external purposes in accordance with GAAP and (ii) the Company Atlas 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 the Company Atlas is made known to the Company’s Atlas’ principal executive officer and principal financial officer by others within the Company. Such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange ActAtlas. (b) Each director and executive officer Atlas has not taken any action prohibited by Section 402 of the Company 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▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since January 1its initial public offering, 2021, except as set forth in Schedule 6.9(c) of the Disclosure Schedules, the Company Atlas 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 Company Common Stock Atlas Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NasdaqNYSE. There As of the date of this Agreement, there is no Action Proceeding pending or, to the Knowledge of the CompanyAtlas’ knowledge, threatened against the Company Atlas by Nasdaq NYSE or the SEC with respect to any intention by such entity to deregister the Company Common Stock Atlas Class A Shares or prohibit or terminate the listing of Company Common Stock Atlas Class A Shares on NasdaqNYSE. The Company Atlas has not taken any action that is designed to terminate the registration of Company Common Stock Atlas Class A Shares under the Exchange Act. (d) The Company Atlas SEC Reports contain true and complete copies of the audited consolidated balance sheet of the Company as of years ended December 31, 2021, 2022 and 2023 and the related audited consolidated statements of operations and comprehensive loss, shareholders equity (deficit) and cash flows of the Company for the years then ended, together with the auditor’s reports thereon (collectively, the “Company applicable Atlas Financial Statements”). The Company Atlas Financial Statements (Ai) fairly present in all material respects the financial position of the Company Atlas as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then endedended (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 notes thereto), (Bii) 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 notes thereto), (Ciii) in the case of the audited Company Atlas Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board PCAOB and (Div) 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) The Company Atlas 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 the Company’s Atlas’ and its Subsidiaries’ assets. The Company Atlas maintains and, for all periods covered by the Company Atlas Financial Statements, has maintained, in all material respects in accordance with GAAP and applicable Law, maintained books and records of the Company Atlas in the Ordinary Course ordinary course of Business business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the CompanyAtlas in all material respects. (f) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company Since its incorporation, Atlas has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) For the past three (3) years, neither the Company (including any employee thereof) nor, to the Knowledge of the Company, the Company’s independent auditors, has received any written complaint, allegation, assertion or claim that there is, or there has been, is (i) a “significant deficiency” in the internal controls over financial reporting of the CompanyAtlas, (ii) a “material weakness” in the internal controls over financial reporting of the Company Atlas or (iii) fraud, whether or not material, that involves management or other employees of the Company Atlas who have a significant role in the internal controls over financial reporting of the CompanyAtlas.