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 Pioneer’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) Pioneer 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 Pioneer’s financial reporting and the preparation of Pioneer’s financial statements for external purposes in accordance with GAAP and (ii) Pioneer 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 Pioneer is made known to Pioneer’s principal executive officer and principal financial officer by others within Pioneer. 62 (b) Pioneer has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since its initial public offering, Pioneer 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 Pioneer 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 material Proceeding pending or, to the knowledge of Pioneer, threatened against Pioneer by Nasdaq or the SEC with respect to any intention by such entity to deregister Pioneer Class A Shares or prohibit or terminate the listing of Pioneer Class A Shares on Nasdaq. Pioneer has not taken any action that is designed to terminate the registration of Pioneer Class A Shares under the Exchange Act. (d) The Pioneer SEC Reports contain true and complete copies of the applicable Pioneer Financial Statements. The Pioneer Financial Statements (i) fairly present in all material respects the financial position of Pioneer 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 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 Pioneer 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) Pioneer 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 Pioneer’s and its Subsidiaries’ assets. Pioneer maintains and, for all periods covered by the Pioneer Financial Statements, has maintained books and records of Pioneer in the ordinary course of business that are designed to provide reasonable assurance regarding the accuracy and completeness thereof and reflect the revenues, expenses, assets and liabilities of Pioneer in all material respects. 63 (f) Since its incorporation, Pioneer has not received any written notification of any (i) a “significant deficiency” in the internal controls over financial reporting of Pioneer to Pioneer’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Pioneer to Pioneer’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Pioneer who have a significant role in the internal controls over financial reporting of Pioneer.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of PioneerSPAC’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) Pioneer 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 PioneerSPAC’s financial reporting and the preparation of Pioneer’s SPAC financial statements for external purposes in accordance with GAAP and (ii) Pioneer 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 Pioneer SPAC is made known to PioneerSPAC’s principal executive officer and principal financial officer by others within Pioneer. 62SPAC. (b) Pioneer SPAC has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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) Since its initial public offering, Pioneer SPAC 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 Pioneer SPAC 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 material Proceeding pending or, to the knowledge of PioneerSPAC’s knowledge, threatened against Pioneer SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister Pioneer SPAC Class A Shares or prohibit or terminate the listing of Pioneer SPAC Class A Shares on Nasdaq. Pioneer As of the date hereof, SPAC has not taken any action that is designed to terminate the registration of Pioneer SPAC Class A Shares under the Exchange Act. (d) The Pioneer SPAC SEC Reports contain true true, correct and complete copies of the applicable Pioneer SPAC Financial Statements. The Pioneer SPAC Financial Statements (i) fairly present in all material respects the financial position of Pioneer 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 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 footnotes), notes thereto) and (iii) in the case of the audited Pioneer 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)PCAOB. (e) Pioneer 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 PioneerSPAC’s and its Subsidiaries’ assets. Pioneer SPAC maintains and, for all periods covered by the Pioneer SPAC Financial Statements, has maintained books and records of Pioneer SPAC in the ordinary course of business that are designed to provide reasonable assurance regarding the accuracy accurate and completeness thereof complete and reflect the revenues, expenses, assets and liabilities of Pioneer SPAC in all material respects. 63. (f) Since its incorporation, Pioneer SPAC has not received any written notification of any complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Pioneer to Pioneer’s knowledgeSPAC, (ii) a “material weakness” in the internal controls over financial reporting of Pioneer to Pioneer’s knowledge SPAC or (iii) fraud, whether or not material, that involves management or other employees of Pioneer SPAC who have a significant role in the internal controls over financial reporting of PioneerSPAC.

Internal Controls; Listing; Financial Statements. (a) Except as is not required in reliance on exemptions from various reporting requirements by virtue of PioneerParent’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) Pioneer Parent 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 PioneerParent’s financial reporting and the preparation of PioneerParent’s financial statements for external purposes in accordance with GAAP and (ii) Pioneer Parent 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 Pioneer Parent is made known to PioneerParent’s principal executive officer and principal financial officer by others within Pioneer. 62Parent. (b) Pioneer Parent has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Since Except as disclosed in the Parent SEC Reports, since its initial public offering, Pioneer Parent 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 Pioneer Class A Shares Parent 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, except as disclosed in the Parent SEC Reports, there is no material Proceeding pending or, to the knowledge of PioneerParent, threatened against Pioneer Parent by Nasdaq or the SEC with respect to any intention by such entity to deregister Pioneer Class A Shares Parent Common Stock or prohibit or terminate the listing of Pioneer Class A Shares Parent Common Stock on Nasdaq. Pioneer Parent has not taken any action that is designed to terminate the registration of Pioneer Class A Shares Parent Common Stock under the Exchange Act. (d) The Pioneer Parent SEC Reports contain true and complete copies of the applicable Pioneer Parent Financial Statements. The Pioneer Parent Financial Statements (i) fairly present in all material respects the financial position of Pioneer Parent as at the respective dates thereof, and the results of its operations, shareholdersstockholders’ 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 Pioneer Parent 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) Pioneer Parent 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 PioneerParent’s and its Subsidiaries’ assets. Pioneer Parent maintains and, for all periods covered by the Pioneer Parent Financial Statements, has maintained books and records of Pioneer Parent in the ordinary course of business that are designed to provide reasonable assurance regarding the accuracy accurate and completeness thereof complete and reflect the revenues, expenses, assets and liabilities of Pioneer Parent in all material respects. 63. (f) Since its incorporation, Pioneer Parent has not received any written notification of any complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of Pioneer Parent to PioneerParent’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of Pioneer Parent to PioneerParent’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of Pioneer Parent who have a significant role in the internal controls over financial reporting of PioneerParent.