Fidelity Investor Portfolio, Rounds & Group European Startups

The Updated Financial Statements shall comply as to form in all material respects, and shall be prepared in accordance, with U.S. GAAP applied on a consistent foundation all through the periods concerned, shall pretty present in all material respects the consolidated financial position of the Company at the date thereof and the outcomes of its operations and money flows for the interval therein indicated. In addition, within twenty-five Business Days after the tip of each month between the date hereof and the sooner of the Closing Date and the date on which this Agreement is terminated, the Company shall ship to Parent unaudited consolidated monetary statements for such month including a steadiness sheet, statement of operations, assertion of cash flows, and assertion of shareholders’ equity, which would possibly be certified as appropriate and complete by the Company’s Chief Executive Officer and Chief Financial Officer, ready in accordance with U.S.

“Company Fundamental Representations” means the representations and warranties contained in Sections 5.1 , 5.2 (Authorization; Binding Agreement), 5.4 , 5.5 , 5.6(Non-Contravention), and 5.27 . “Action” means any discover of noncompliance or violation, or any declare, demand, charge, motion, swimsuit, litigation, audit, settlement, grievance, stipulation, assessment or arbitration, governmental inquiry, hearing, continuing or investigation, by or before any Governmental Authority. The Company and every Target Company, as applicable, shall have delivered or brought on to be delivered to SPAC a duly executed counterpart of every of the Ancillary Documents to which it’s a party. SPAC shall have delivered or triggered to be delivered to the Company, SPV Holdco and Pubco, as relevant, a duly executed counterpart of every of the Ancillary Documents to which SPAC is get together to. The Reorganization shall have been consummated in all materials respects in accordance with the terms and situations of this Agreement and the Reorganization Steps.

On November 9, 2021, Rosecliff Acquisition Corp I, a Delaware corporation (“Rosecliff”), GT Gettaxi Listco, a Cayman Islands corporation (“Pubco”), GT Gettaxi Limited, a Cyprus company (“the Company”), GT Gettaxi SPV, a Cayman Islands exempted firm (“SPV Holdco”), GT Gettaxi Merger Sub 1, a Cayman Islands exempted firm (“Merger Sub I”), Gett Merger Sub, Inc., a Delaware corporation (“Merger Sub II”), and Dooboo Holding Limited, a Cyprus company (“Dooboo”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, among other things, Rosecliff agreed to mix with the Company in a business combination. Each of Pubco, SPV Holdco, Merger Sub I and Merger Sub II is a newly fashioned entity that was formed for the only real function of coming into into and consummating the transactions set forth in the Business Combination Agreement. The phrases of the Business Combination Agreement, which accommodates customary representations and warranties, covenants, closing circumstances, and different phrases referring to the Proposed Transactions , are summarized beneath.

With respect to every Company Benefit Plan, the Company has made available to SPAC correct and full copies, if relevant, of the present plan documents and written descriptions of any material Company Benefit Plans which aren’t in writing, the latest actuarial report and all material communications prior to now three years with any Governmental Authority concerning any matter that’s still pending or for which the Company or any Target Company has any outstanding material Liability. Neither the Company nor any Target Company has taken, nor agreed to take, any action not contemplated by this Agreement and/or any Ancillary Documents that would moderately be anticipated to stop the Transactions from qualifying for the Intended U.S. Tax Treatment. To the information of the Company, there are not any facts or circumstances that could reasonably be anticipated to prevent the Transactions from qualifying for the Intended U.S. Tax Treatment. The Company is not aware of any plan or intention to cause Pubco or SPAC to be liquidated (for U.S. federal earnings tax purposes) following the Transactions. To the information of the Company or any Target Company, no Legacy SPAC Holder, Legacy SPV Holder or investor in the PIPE Financing has entered into, or has any current plan or intention to enter into, any Contract, agreement, dedication or arrangement to dispose of any Pubco Securities acquired within the Transactions . Section 4.18 of the SPAC Disclosure Schedules lists all insurance insurance policies held by SPAC relating to SPAC or its business, properties, property, administrators, officers and employees, copies of which have been supplied to the Company.

No outstanding shares of Parent Stock or equity securities of both Merger Sub are unvested or subjected to a repurchase option, risk of forfeiture or different situation under any relevant agreement with Parent or both Merger Sub. No Governmental Entity has, since January 1, 2019, formally initiated any administrative continuing or investigation into a B/D Subsidiary or FCM Subsidiary and no B/D Subsidiary or FCM Subsidiary has received a written “wells discover,” other written indication of the commencement of a proceeding from the SEC, FINRA the CFTC, the NFA or any other Governmental Entity, or different written notice alleging any material noncompliance with any applicable Law governing the operations of the B/D Subsidiary of the FCM Subsidiary, as applicable. The Company has no data of any unresolved material violation or materials exception raised by any Governmental Entity with respect to any B/D Subsidiary or FCM Subsidiary, aside from any such violation or exceptions that may not, individually or in the aggregate, be material and opposed to the Company and its Subsidiaries, taken as an entire.

Subject to the primary sentence of this Section, this Agreement shall be binding upon and shall inure to the advantage of the Parties hereto and their respective successors and permitted assigns. Or elsewhere on this Agreement shall relieve any Party of any legal responsibility or damages to any other Party for any intentional and willful breach of this Agreement by such Party previous to such termination or fraud in connection 6.02 restaurants voice activity with, arising out of or otherwise related to the representations and warranties set forth on this Agreement or any instrument or other doc delivered pursuant to this Agreement. The Member understands and acknowledges that Parent and Merger Subs are relying upon the Member’s execution, delivery and performance of this Agreement and upon the representations and warranties and covenants of the Member contained in this Agreement.

At the SPAC Merger Effective Time, upon the phrases and topic to the conditions set forth on this Agreement and the DGCL, Merger Sub II shall be merged with and into SPAC, with SPAC being the surviving entity in the SPAC Merger (hereinafter referred to for the intervals at and after the SPAC Merger Effective Time as the “SPAC Surviving Company” and, along with the SPV Surviving Company, the “Surviving Companies”). Upon consummation of the SPAC Merger, the separate corporate existence of Merger Sub II shall stop and SPAC, because the SPAC Surviving Company, shall proceed its corporate existence beneath the DGCL as an entirely owned Subsidiary of Pubco. Our administration team, together with our client service and operational teams, remain intact and are here to serve you. Our commitment to threat management, operational excellence, compliance, and discipline remains unwavering. During this exceptionally dynamic time in the markets, we are humbled by the trust you may have placed in Apex to safeguard your customers’ belongings, and we look ahead to persevering with to earn this belief every single day. In addition, forward wanting statements reflect Northern Star’s and Apex’s expectations, plans or forecasts of future occasions and views as of the date of this communication.