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

Internal Controls; Listing; Financial Statements. (a) Since its initial public offering, (i) 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 Plum’s financial reporting and the preparation of Plum’s financial statements for external purposes in accordance with GAAP and (ii) 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 Plum is made known to Plum’s principal executive officer and principal financial officer by others within Plum. (b) Plum has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since its initial public offering, Plum has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQ. The Plum Class A 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 Plum’s knowledge, threatened against Plum by NASDAQ or the SEC with respect to any intention by such entity to deregister Plum Class A Shares or prohibit or terminate the listing of Plum Class A Shares on NASDAQ. Plum has not taken any action that is designed to terminate the registration of Plum Class A Shares under NASDAQ. (d) The Plum SEC Reports, as amended or revised, contain true and complete copies of Plum’s financial statements (collectively, the “Plum Financial Statements”). The Plum Financial Statements (i) fairly present in all material respects the financial position of Plum as at the respective dates thereof, and the results of its operations, shareholders’ 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 notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods 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, individually or in the aggregate, material) and the absence of notes thereto), (iii) in the case of the audited 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, 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) 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 Plum’s and its Subsidiaries’ assets. Plum maintains and, for all periods covered by the Plum Financial Statements, has maintained books and records of Plum in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets, and liabilities of Plum in all material respects. (f) Except as disclosed in the Plum SEC Reports, since its incorporation, 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 Plum, (ii) a “material weakness” in the internal controls over financial reporting of Plum or (iii) fraud, whether or not material, that involves management or other employees of Plum who have a significant role in the internal controls over financial reporting of Plum.

Internal Controls; Listing; Financial Statements. (a) Since Except as is not required in reliance on exemptions from various reporting requirements by virtue of SPAC’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 initial public offeringIPO, (i) Plum 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 PlumSPAC’s financial reporting and the preparation of PlumSPAC’s financial statements for external purposes in accordance with GAAP and (ii) Plum 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 Plum SPAC is made known to PlumSPAC’s principal executive officer and principal financial officer by others within PlumSPAC. (b) Plum There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC, and SPAC has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC ReportsSince its IPO, since its initial public offering, Plum SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQthe NYSE. The Plum classes of securities representing issued and outstanding SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQthe NYSE. As of the date of this Agreement, there is no material Proceeding pending or, to PlumSPAC’s knowledge, threatened against Plum SPAC by NASDAQ the NYSE or the SEC with respect to any intention by such entity to deregister Plum SPAC Class A Shares or prohibit or terminate the listing of Plum SPAC Class A Shares on NASDAQthe NYSE. Plum SPAC has not taken any action that is designed to terminate the registration of Plum SPAC Class A Shares under NASDAQthe Exchange Act. (d) The Plum SPAC SEC ReportsReports contain true, as amended or revised, contain true correct and complete copies of Plum’s financial statements (collectively, the “Plum applicable SPAC Financial Statements”). The Plum SPAC Financial Statements (i) fairly present in all material respects the financial position of Plum SPAC as at the respective dates thereof, and the results of its operations, shareholders’ 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 notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods 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, individually or in the aggregate, be material) and the absence of notes thereto), (iii) in the case of the audited Plum 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, 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) and with the Statement). (e) Plum 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 PlumSPAC’s and its Subsidiaries’ assets. Plum SPAC maintains and, for all periods covered by the Plum SPAC Financial Statements, has maintained books and records of Plum SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets, assets and liabilities of Plum SPAC in all material respects. (f) Except as disclosed in the Plum SEC Reports, since Since its incorporation, Plum neither SPAC, nor to 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 Plum, (ii) a or “material weakness” in the internal controls over financial reporting of Plum SPAC, or (iiiii) fraud, whether or not material, that involves management or other employees of Plum SPAC who have a significant role in the internal controls over financial reporting of PlumSPAC.

Internal Controls; Listing; Financial Statements. (a) Since Except as is not required in reliance on exemptions from various reporting requirements by virtue of Yucaipa’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 initial public offering, (i) Plum Yucaipa 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 PlumYucaipa’s financial reporting and the preparation of PlumYucaipa’s financial statements included in the Yucaipa SEC Reports (collectively, the “Yucaipa Financial Statements”) for external purposes in accordance with GAAP and (ii) Plum Yucaipa 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 Plum Yucaipa is made known to PlumYucaipa’s principal executive officer and principal financial officer by others within PlumYucaipa. (b) Plum Yucaipa has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since Since its initial public offering, Plum except as set forth in Section 6.09(c) of Yucaipa Disclosure Schedules, Yucaipa has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQthe Stock Exchange. The Plum Yucaipa Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQthe Stock Exchange. As of the date of this Agreement, there is no Proceeding pending or, to Plumthe Yucaipa’s knowledge, threatened against Plum Yucaipa by NASDAQ the Stock Exchange or the SEC with respect to any intention by such entity to deregister Plum Yucaipa Class A Shares or prohibit or terminate the listing of Plum Yucaipa Class A Shares on NASDAQthe Stock Exchange. Plum Yucaipa has not taken any action that is designed to terminate the registration of Plum Yucaipa Class A Shares under NASDAQthe Exchange Act. (d) The Plum Yucaipa SEC Reports, as amended or revised, Reports contain true and complete copies of Plum’s financial statements (collectively, the “Plum applicable Yucaipa Financial Statements”). The Plum Yucaipa Financial Statements (i) fairly present in all material respects the financial position of Plum Yucaipa as at the respective dates thereof, and the results of its operations, shareholders’ 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 notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods 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, individually or in the aggregate, be material) and the absence of notes thereto), (iii) in the case of the audited Plum Yucaipa Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements, 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) and with the Statement). (e) Plum Yucaipa 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 PlumYucaipa’s and its Subsidiaries’ assets. Plum Yucaipa maintains and, for all periods covered by the Plum Yucaipa Financial Statements, has maintained books and records of Plum Yucaipa in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets, and liabilities of Plum Yucaipa in all material respects. (f) Except as disclosed in the Plum SEC Reports, since Since its incorporation, Plum Yucaipa has not received any written complaint, allegation, assertion or claim that there is of any (i) a “significant deficiency” in the internal controls over financial reporting of PlumYucaipa, (ii) a “material weakness” in the internal controls over financial reporting of Plum Yucaipa or (iii) fraud, whether or not material, that involves management or other employees of Plum Yucaipa who have a significant role in the internal controls over financial reporting of PlumYucaipa. (g) Section 6.09(g) of the Yucaipa Disclosure Schedules sets forth a list of all Indebtedness of Yucaipa as of the date of this Agreement.

Internal Controls; Listing; Financial Statements. (a) Since Except as is not required in reliance on exemptions from various reporting requirements by virtue of Plum’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 initial public offering, (i) 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 Plum’s financial reporting and the preparation of Plum’s financial statements for external purposes in accordance with GAAP and (ii) 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 Plum is made known to Plum’s principal executive officer and principal financial officer by others within Plum. (b) Plum has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since its initial public offering, Plum has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQ, or has cured any failure to so comply within the time period allowed for such cure by NASDAQ. The Plum Class A 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 Plum’s knowledge, threatened in writing against Plum by NASDAQ or the SEC with respect to any intention by such entity to deregister Plum Class A Shares or prohibit or terminate the listing of Plum Class A Shares on NASDAQ. Plum has not taken any action that is designed to terminate the registration of Plum Class A Shares under NASDAQthe Exchange Act. (d) The Plum SEC Reports, as amended or revised, contain true and complete copies of Plum’s financial statements (collectively, the “Plum Financial Statements”). The Plum Financial Statements (i) fairly present in all material respects the financial position of Plum as at the respective dates thereof, and the results of its operations, shareholders’ 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 notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods 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, individually or in the aggregate, material) and the absence of notes thereto), (iii) in the case of the audited 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, 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) 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 Plum’s and its Subsidiaries’ assets. Plum maintains and, for all periods covered by the Plum Financial Statements, has maintained books and records of Plum in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets, and liabilities of Plum in all material respects. (f) Except as disclosed in the Plum SEC Reports, since its incorporation, 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 Plum, (ii) a “material weakness” in the internal controls over financial reporting of Plum or (iii) fraud, whether or not material, that involves management or other employees of Plum who have a significant role in the internal controls over financial reporting of Plum.

Internal Controls; Listing; Financial Statements. (a) Since Except as is not required in reliance on exemptions from various reporting requirements by virtue of SPAC’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 initial public offering, (i) Plum 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 PlumSPAC’s financial reporting and the preparation of Plum’s SPAC financial statements for external purposes in accordance with GAAP and (ii) Plum 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 Plum SPAC is made known to PlumSPAC’s principal executive officer and principal financial officer by others within PlumSPAC. (b) Plum SPAC has not taken any action prohibited by Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC. (c) Except as set forth on Section 6.09(c) of the Plum Disclosure Schedules or in the Plum SEC Reports, since Since its initial public offering, Plum SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQNasdaq. The Plum classes of securities representing issued and outstanding SPAC Class A 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 PlumSPAC’s knowledge, threatened against Plum SPAC by NASDAQ Nasdaq or the SEC with respect to any intention by such entity to deregister Plum SPAC Class A Shares or prohibit or terminate the listing of Plum SPAC Class A Shares on NASDAQNasdaq. Plum As of the date hereof, SPAC has not taken any action that is designed to terminate the registration of Plum SPAC Class A Shares under NASDAQthe Exchange Act. (d) The Plum SPAC SEC ReportsReports contain true, as amended or revised, contain true correct and complete copies of Plum’s financial statements (collectively, the “Plum applicable SPAC Financial Statements”). The Plum SPAC Financial Statements (i) fairly present in all material respects the financial position of Plum SPAC as at the respective dates thereof, and the results of its operations, shareholders’ 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 notes thereto), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods 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, individually or in the aggregate, be material) and the absence of notes thereto), ) and (iii) in the case of the audited Plum 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, 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 StatementPCAOB. (e) Plum 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 PlumSPAC’s and its Subsidiaries’ assets. Plum SPAC maintains and, for all periods covered by the Plum SPAC Financial Statements, has maintained books and records of Plum SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets, assets and liabilities of Plum SPAC in all material respects. (f) Except as disclosed in the Plum SEC Reports, since Since its incorporation, Plum SPAC 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 PlumSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Plum SPAC or (iii) fraud, whether or not material, that involves management or other employees of Plum SPAC who have a significant role in the internal controls over financial reporting of PlumSPAC.