展品99.4
Form 52-109F2
中期提交文件的证明
完整证书
I, 邻近汽车公司首席财务官Danial Buckle说。证明以下各项：
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Vicinity Motor Corp. (the “issuer”) for the interim period ended September 30, 2022 |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
| (Ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | 控制框架：发行人的其他认证官员和我用来设计发行人ICFR的控制框架是特雷德韦委员会保荐组织委员会(COSO)发布的《内部控制-综合框架(2013)》。 |
| 5.2 | ICFR – material weakness relating to design: 不适用 |
| 5.3 | Limitation on scope of design: 不适用 |
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| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2022, and ended on September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: November 14, 2022
/s/ “Danial Buckle”
Danial Buckle,
CFO
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