Common use of Annual and Interim Financial Statements Clause in Contracts

Annual and Interim Financial Statements. (a) During the Interim Period, (i) within forty-five (45) calendar days following the end of each three-month quarterly period or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the unaudited reviewed (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements of the Target Companies as of the end of each such period, including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP, conforming in content to the requirements for interim reviewed financial statements applicable to publicly traded companies in the US under Regulation S-X, and (ii) within three months following the end of the calendar year or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements of the Target Companies as of the end of such year (including, in each case, any related notes thereto), including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP. (b) Without derogating from Section‎ 5.4(a), with respect to financial statements required to be included in the Registration Statement, the Company will also provide comparable financial statements for the prior year and such financial statements shall comply with Rule 10-01 or Rule 8-03, as appropriate, of Regulation S-X; provided, however, that as long as the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would be required for a Foreign Private Issuer to file with, or furnish to, the SEC. (c) During the Interim Period, the Company shall provide Moringa, within twenty (20) days after the end of each calendar month, with financial information for the month and the year to date in such form as Moringa may reasonably request. (d) During the Interim Period, the Company will also promptly deliver to Moringa copies of any audited financial statements of the Target Companies that a certified public accountant of any Target Company may issue.

Annual and Interim Financial Statements. (a) During the Interim PeriodThe Company shall deliver to SPAC, (i) within forty-five (45) calendar days as promptly as reasonably practicable following the end date of each three-month quarterly period or such earlier date as such this Agreement, all the financial statements need of the Company, any Subsidiaries of the Company and TopCo that are required by the applicable accounting requirements and other rules and regulations of the SEC to be available for inclusion included in the Proxy/Registration StatementStatement (including pro forma financial information) in such form as required by the rules and regulations of the SEC (the “Required Company Financial Statements”). (b) Following any “staleness” date (as determined in accordance with the applicable rules and regulations of the SEC) applicable to the financial statements that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Proxy/Registration Statement (including pro forma financial information) that occurs prior to the Closing Date, the Company shall deliver to Moringa the unaudited reviewed (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated as promptly as reasonably practicable, any financial statements of the Target Companies as Company, any Subsidiaries of the Company and TopCo that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Proxy/Registration Statement (including pro forma financial information) (such audited or unaudited financial statements, the “Additional Financial Statements”). (c) The Required Company Financial Statements and the Additional Financial Statements (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of each such periodwhich is expected to be individually or in the aggregate material) and the absence of notes thereto), including a consolidated balance sheet(ii) will fairly present, consolidated statement in all material respects, the financial position, results of operations and comprehensive income loss, shareholders’ deficit and cash flows of the applicable entity as of the dates thereof and for the periods indicated therein (losssubject, 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)), changes (iii) in shareholders’ equitythe case of any audited financial statements, consolidated statements will be audited to the extent required by applicable rules and regulations of cash flows and notes to financial statements prepared the SEC in accordance with GAAPthe standards of the PCAOB and will contain an unqualified report of the applicable entity’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, conforming the Exchange Act and the Securities Act in content to effect as of the requirements for interim reviewed financial statements applicable to publicly traded companies in the US under respective dates of delivery (including Regulation S-X, and (ii) within three months following the end X of the calendar year SEC or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements Regulation S-K of the Target Companies SEC, as of the end of such year (including, in each case, any related notes theretoapplicable), including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP. (bd) Without derogating from Section‎ 5.4(a), with respect The Company shall use its reasonable best efforts (i) to assist TopCo and SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration StatementStatement and any other filings to be made by TopCo or SPAC with the SEC in connection with the transactions contemplated by this Agreement and (ii) to obtain the consents of the auditors of the Company, any Subsidiaries of the Company will also provide comparable financial statements for the prior year and such financial statements shall comply with Rule 10-01 or Rule 8-03TopCo, as appropriateapplicable, of Regulation S-X; provided, however, that with respect thereto as long as the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would may be required for a Foreign Private Issuer to file with, by applicable Law or furnish to, requested by the SEC. (c) During the Interim Period, the Company shall provide Moringa, within twenty (20) days after the end of each calendar month, with financial information for the month and the year to date in such form as Moringa may reasonably request. (d) During the Interim Period, the Company will also promptly deliver to Moringa copies of any audited financial statements of the Target Companies that a certified public accountant of any Target Company may issue.

Annual and Interim Financial Statements. (a) During Atlas Fintech and the Interim PeriodCompany shall deliver to Purchaser, (i) within forty-five (45) calendar days as promptly as reasonably practicable following the end date of each three-month quarterly period or such earlier date as such this Agreement and in no event later than December 15, 2022, all the financial statements need of the Company, the Target Broker-Dealer and the Target Bank that are required by the applicable accounting requirements and other rules and regulations of the SEC to be available for inclusion included in the Registration StatementStatement/ Proxy Statement (including pro forma financial information) in such form as required by the rules and regulations of the SEC (the “Required Company Financial Statements”). (b) Following any “staleness” date (as determined in accordance with the applicable rules and regulations of the SEC) applicable to the financial statements that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Registration Statement/ Proxy Statement (including pro forma financial information) that occurs prior to the Closing Date, the Company shall deliver to Moringa the unaudited reviewed (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated as promptly as practicable, any financial statements of the Company, the Target-Broker Dealer and the Target Companies as Bank that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Registration Statement/ Proxy Statement (including pro forma financial information) (such audited or unaudited financial statements, the “Additional Financial Statements”). (c) The Required Company Financial Statements and the Additional Financial Statements (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of each such periodwhich is expected to be individually or in the aggregate material) and the absence of notes thereto), including a consolidated balance sheet(ii) will fairly present, consolidated statement in all material respects, the financial position, results of operations and comprehensive income loss, shareholders’ deficit and cash flows of the applicable entity as of the dates thereof and for the periods indicated therein (losssubject, 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)), changes (iii) in shareholders’ equitythe case of any audited financial statements, consolidated statements will be audited to the extent required by applicable rules and regulations of cash flows and notes to financial statements prepared the SEC in accordance with GAAPthe standards of the PCAOB and will contain an unqualified report of the applicable entity’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, conforming the Exchange Act and the Securities Act in content to effect as of the requirements for interim reviewed financial statements applicable to publicly traded companies in the US under respective dates of delivery (including Regulation S-XX or Regulation S-K, and (ii) within three months following the end of the calendar year or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements of the Target Companies as of the end of such year (including, in each case, any related notes theretoapplicable), including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP. (bd) Without derogating from Section‎ 5.4(a), with respect The Company shall use its reasonable best efforts (i) to assist New Pubco and Purchaser in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration StatementStatement / Proxy Statement and any other filings to be made by New Pubco or Purchaser with the SEC in connection with the Contemplated Transactions and (ii) to obtain the consents of the auditors of the Company, the Company will also provide comparable financial statements for the prior year Target Broker-Dealer and such financial statements shall comply with Rule 10-01 or Rule 8-03Target Bank, as appropriateapplicable, of Regulation S-X; provided, however, that with respect thereto as long as the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would may be required for a Foreign Private Issuer to file with, by applicable Law or furnish to, requested by the SEC. (c) During the Interim Period, the Company shall provide Moringa, within twenty (20) days after the end of each calendar month, with financial information for the month and the year to date in such form as Moringa may reasonably request. (d) During the Interim Period, the Company will also promptly deliver to Moringa copies of any audited financial statements of the Target Companies that a certified public accountant of any Target Company may issue.

Annual and Interim Financial Statements. (a) During the Interim Period, (i) within forty-five (45) calendar days following the end of each three-month quarterly period or such earlier date as such financial statements need to be available for inclusion in the Registration Statementand each fiscal year, the Company shall deliver to Moringa the SPAC an unaudited reviewed (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements income statement and an unaudited balance sheet of the Target Companies as of Company for the end of each such period, including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP, conforming in content to period from the requirements for interim reviewed financial statements applicable to publicly traded companies in the US under Regulation S-X, and (ii) within three months following the end of the calendar year or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements of the Target Companies as of latest Balance Sheet Date through the end of such calendar month, quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the financial position and results of operations of the Company as of the date or for the periods indicated, in accordance with IFRS (or, at the election of the Company, GAAP), subject to year-end audit adjustments and excluding footnotes. (b) The Company shall use reasonable best efforts to deliver to the SPAC on or prior to March 20, 2023, the audited financial statement of the Company (including, in each case, any related notes thereto), including a consolidated consisting of the balance sheetsheets of the Company as of December 31, consolidated statement of operations 2022, and comprehensive the related audited income (loss)statements, changes in shareholders’ equity, consolidated shareholder equity and statements of cash flows for the fiscal year then ended and notes to financial statements prepared the prior two fiscal years, audited by a PCAOB qualified auditor in accordance with IFRS (or, at the election of the Company, GAAP. (b) Without derogating from Section‎ 5.4(a)and containing an unqualified report of the Company’s auditors, with respect to financial statements that is required to be included in the Registration Statement, Statement and any other filings to be made by the Company will also provide comparable financial statements for SPAC with the prior year SEC in connection with the transactions contemplated hereby and such financial statements shall comply with Rule 10-01 or Rule 8-03, as appropriate, of Regulation S-X; provided, however, that as long as in the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would be required for a Foreign Private Issuer to file with, or furnish to, the SECAncillary Document. (c) During the Interim PeriodAll financial statements delivered pursuant to this Section 6.4, (A) will be prepared from, and reflect in all material respects, the Company shall provide Moringabooks and records of the Company, within twenty (20B) days after will be prepared in accordance with IFRS (or, at the end election of each calendar monththe Company, with GAAP) applied on a consistent basis throughout the periods covered thereby, (C) will fairly present, in all material respects, the consolidated financial information position of the Company, as of the dates thereof and their results of operations for the month periods then ended, and (D) will be audited in accordance with the year to date standards of the CPAB. All costs incurred in connection with preparing and obtaining such form as Moringa may reasonably requestfinancial statements shall be Expenses of the Company. (d) During The Company shall use reasonable best efforts (i) to assist the Interim PeriodSPAC and its Representatives, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the Company will also promptly deliver to Moringa copies of any audited financial statements normal operation of the Target Companies Company, in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that a certified public accountant is reasonably required to be included in the Registration Statement and any other filings to be made by the SPAC with the SEC in connection with the transactions contemplated by this Agreement and the Ancillary Documents and (ii) to obtain the consents of any Target Company the Company’s auditors with respect thereto as may issuebe required by applicable Law.

Annual and Interim Financial Statements. (a) During The Company shall use its commercially reasonable efforts to provide the Purchaser on or prior to February 28, 2022 with audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto) as of December 31, 2021, consisting of the consolidated balance sheets of the Target Companies as of December 31, 2021, and the related consolidated audited income statements, changes in stockholders’ equity and statements of cash flows for the fiscal year then ended, audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards (the “Final December 31, 2021 Financial Statements”), provided, however, that a withholding of the Company’s PCAOB qualified auditor’s consent to the inclusion of the Final December 31, 2021 Financial Statements in the Registration Statement (as defined below) until such time as the Registration Statement is ready to be filed with the SEC shall not be deemed a violation of this Section 5.4. (b) Additionally, during the Interim Period, within thirty (i) within forty-five (4530) calendar days following the end of each three-month calendar quarterly period or such earlier date as such financial statements need to be available for inclusion in the Registration Statementand each fiscal year, the Company shall deliver to Moringa the Purchaser an unaudited reviewed (consolidated income statement and an unaudited consolidated balance sheet of the Target Companies for the period from the Balance Sheet Date through the end of such quarterly period or fiscal year and the applicable comparative period in accordance with PCAOB auditing standards the preceding fiscal year, in each case accompanied by a PCAOB registered independent auditor) certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial statements position and results of operations of the Target Companies as of the end of each such perioddate or for the periods indicated, including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP, conforming in content subject to year-end audit adjustments and excluding footnotes. From the requirements for interim reviewed financial statements applicable to publicly traded companies in date hereof through the US under Regulation S-X, and (ii) within three months following the end of the calendar year or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements of the Target Companies as of the end of such year (including, in each case, any related notes thereto), including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP. (b) Without derogating from Section‎ 5.4(a), with respect to financial statements required to be included in the Registration Statement, the Company will also provide comparable financial statements for the prior year and such financial statements shall comply with Rule 10-01 or Rule 8-03, as appropriate, of Regulation S-X; provided, however, that as long as the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would be required for a Foreign Private Issuer to file with, or furnish to, the SEC. (c) During the Interim Period, the Company shall provide Moringa, within twenty (20) days after the end of each calendar month, with financial information for the month and the year to date in such form as Moringa may reasonably request. (d) During the Interim PeriodClosing Date, the Company will also promptly deliver to Moringa the Purchaser copies of any audited consolidated financial statements of the Target Companies that a certified public accountant of Company financial information reasonably requested by the Purchaser for inclusion in the Proxy Statement and any Target Company may issueother filings to be made by the Purchaser with the SEC.

Annual and Interim Financial Statements. (a) During the Interim PeriodThe Company shall deliver to SPAC, (i) within forty-five (45) calendar days as promptly as reasonably practicable following the end date of each three-month quarterly period or such earlier date as such this Agreement and in no event later than May 15, 2023, all the financial statements need of the Company, any Subsidiaries of the Company and TopCo that are required by the applicable accounting requirements and other rules and regulations of the SEC to be available for inclusion included in the Proxy/Registration StatementStatement (including pro forma financial information) in such form as required by the rules and regulations of the SEC (the “Required Company Financial Statements”). (b) Following any “staleness” date (as determined in accordance with the applicable rules and regulations of the SEC) applicable to the financial statements that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Proxy/Registration Statement (including pro forma financial information) that occurs prior to the Closing Date, the Company shall deliver to Moringa the unaudited reviewed (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated as promptly as reasonably practicable, any financial statements of the Target Companies as Company, any Subsidiaries of the Company and TopCo that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Proxy/Registration Statement (including pro forma financial information) (such audited or unaudited financial statements, the “Additional Financial Statements”). (c) The Required Company Financial Statements and the Additional Financial Statements (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of each such periodwhich is expected to be individually or in the aggregate material) and the absence of notes thereto), including a consolidated balance sheet(ii) will fairly present, consolidated statement in all material respects, the financial position, results of operations and comprehensive income loss, shareholders’ deficit and cash flows of the applicable entity as of the dates thereof and for the periods indicated therein (losssubject, 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)), changes (iii) in shareholders’ equitythe case of any audited financial statements, consolidated statements will be audited to the extent required by applicable rules and regulations of cash flows and notes to financial statements prepared the SEC in accordance with GAAPthe standards of the PCAOB and will contain an unqualified report of the applicable entity’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, conforming the Exchange Act and the Securities Act in content to effect as of the requirements for interim reviewed financial statements applicable to publicly traded companies in the US under respective dates of delivery (including Regulation S-XX or Regulation S-K, and (ii) within three months following the end of the calendar year or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements of the Target Companies as of the end of such year (including, in each case, any related notes theretoapplicable), including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP. (bd) Without derogating from Section‎ 5.4(a), with respect The Company shall use its reasonable best efforts (i) to assist TopCo and SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration StatementStatement and any other filings to be made by TopCo or SPAC with the SEC in connection with the transactions contemplated by this Agreement and (ii) to obtain the consents of the auditors of the Company, any Subsidiaries of the Company will also provide comparable financial statements for the prior year and such financial statements shall comply with Rule 10-01 or Rule 8-03TopCo, as appropriateapplicable, of Regulation S-X; provided, however, that with respect thereto as long as the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would may be required for a Foreign Private Issuer to file with, by applicable Law or furnish to, requested by the SEC. (c) During the Interim Period, the Company shall provide Moringa, within twenty (20) days after the end of each calendar month, with financial information for the month and the year to date in such form as Moringa may reasonably request. (d) During the Interim Period, the Company will also promptly deliver to Moringa copies of any audited financial statements of the Target Companies that a certified public accountant of any Target Company may issue.

Annual and Interim Financial Statements. (a) During The Company shall use reasonable best efforts to deliver to SPAC, as promptly as reasonably practicable following the Interim Perioddate of this Agreement, (a) true and complete copies of the audited consolidated balance sheet of the Company as of December 31, 2021 and December 31, 2022, and the related audited consolidated statements of income and cash flows of the Company for each of the years ended December 31, 2021 and December 31, 2022 (collectively, the “Audited Financial Statements”), and which contain an unqualified report of the Company’s auditors and such Audited Company Financials have been signed by the Company’s independent auditors in connection with the filing of the Proxy/Registration Statement. The Audited Financial Statements (i) within forty-five (45) calendar days following shall be certified as audited in accordance with IFRS and the end standards of each three-month quarterly period or such earlier date as such financial statements need to be available for inclusion in the PCAOB by a PCAOB qualified auditor upon the filing of the initial Proxy/Registration Statement, the Company (ii) shall deliver to Moringa the unaudited reviewed (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements contain an unqualified report of the Target Companies Company’s auditors, and TopCo’s auditors, if applicable, and (iii) shall 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 end respective dates of each such period, delivery (including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP, conforming in content to the requirements for interim reviewed financial statements applicable to publicly traded companies in the US under Regulation S-XX or Regulation S-K, and (ii) within three months following the end of the calendar year or such earlier date as such financial statements need to be available for inclusion in the Registration Statement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) consolidated financial statements of the Target Companies as of the end of such year (including, in each case, any related notes theretoapplicable), including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP. (b) Without derogating from Section‎ 5.4(aFollowing any “staleness” date (as determined in accordance with the applicable rules and regulations of the SEC) applicable to the financial statements that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Proxy/Registration Statement (including pro forma financial information) that occurs prior to the Closing Date, the Company shall use reasonable best efforts to deliver as promptly as reasonably practicable, any financial statements of the Company, any Subsidiaries of the Company and TopCo that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Proxy/Registration Statement (including pro forma financial information) (such audited or unaudited financial statements, including, without limitation, an audited consolidated balance sheet and the related audited consolidated statement of income and cash flows of the Company as of and for the year ended December 31, 2023, the “Additional Financial Statements” and together with the Audited Financial Statements, the “PCAOB Financial Statements”). (c) The PCAOB Financial Statements (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically 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), (ii) will fairly present, in all material respects, the financial position, results of operations and comprehensive loss, shareholders’ deficit and cash flows of the applicable entity as of the dates thereof and for the periods indicated therein (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)), (iii) in the case of any audited financial statements, will be audited to the extent required by applicable rules and regulations of the SEC in accordance with respect the standards of the PCAOB and will contain an unqualified report of the applicable entity’s auditors and (iv) will 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 of delivery (including Regulation S-X of the SEC or Regulation S-K of the SEC, as applicable). (d) The Company shall use its commercially reasonable efforts (i) to assist TopCo and SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration StatementStatement and any other filings to be made by TopCo or SPAC with the SEC in connection with the Transactions and (ii) to obtain the consents of the auditors of the Company, any Subsidiaries of the Company will also provide comparable financial statements for the prior year and such financial statements shall comply with Rule 10-01 or Rule 8-03TopCo, as appropriateapplicable, of Regulation S-X; provided, however, that with respect thereto as long as the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would may be required for a Foreign Private Issuer to file with, by applicable Law or furnish to, requested by the SEC. (c) During the Interim Period, the Company shall provide Moringa, within twenty (20) days after the end of each calendar month, with financial information for the month and the year to date in such form as Moringa may reasonably request. (d) During the Interim Period, the Company will also promptly deliver to Moringa copies of any audited financial statements of the Target Companies that a certified public accountant of any Target Company may issue.

Annual and Interim Financial Statements. (a) During To the Interim Periodextent not already delivered, (i) within forty-five (45) calendar days as soon as reasonably practicable following the end date of each three-month quarterly period or such earlier date as such financial statements need to be available for inclusion in the Registration Statementthis Agreement, the Company shall deliver to Moringa the unaudited reviewed (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) Purchaser audited consolidated financial balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Target Companies as of and for the end years ended December 31, 2021 and December 31, 2020, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of each the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”); provided, that upon delivery of such periodPCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.06 shall be deemed to apply to such Audited Financial Statements with the same force and effect as if made as of the date of this Agreement; provided further that there shall be no material changes between the Audited Financial Statements and (i) the PCAOB Financial Statements; (ii) all other audited and unaudited financial statements of the Company and any company or business units acquired by it, as applicable, required under the rules and regulations of the SEC to be included in the Proxy Statement/Registration Statement and/or the Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement (including a consolidated balance sheet, consolidated statement pro forma financial information); (iii) all selected financial data of the Company provided for inclusion in the Proxy Statement/Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement; and (iv) management’s discussion and analysis of financial condition and results of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP, conforming in content to the requirements for interim reviewed financial statements applicable to publicly traded companies in the US under Item 303 of Regulation S-X, and (ii) within three months following the end K of the calendar year or such earlier date SEC as such financial statements need to be available necessary for inclusion in the Proxy Statement/Registration StatementStatement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement (including pro forma financial information). (b) As soon as reasonably practicable following the date of this Agreement, the Company shall deliver to Moringa the audited (in accordance with PCAOB auditing standards by a PCAOB registered independent auditor) Purchaser unaudited consolidated financial balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Target Companies as of and for the end six-month periods ending June 30, 2022 and 2021, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of such year (including, in each case, any related notes thereto), including a consolidated balance sheet, consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, consolidated statements of cash flows and notes to financial statements prepared in accordance with GAAP. (b) Without derogating from Section‎ 5.4(a), with respect to financial statements required to be included in the Registration StatementSEC, the Company will also provide comparable financial statements for Exchange Act and the prior year Securities Act applicable to a registrant (the “Updated 1H Financial Statements”) and such financial statements shall comply with Rule 10-01 or Rule 8-03, as appropriate, of Regulation S-X; provided, however, that soon as long as the Company is a Foreign Private Issuer, the Company shall, in lieu of the financial statements referred to in this Section‎ 5.4(b), deliver such financial statements as would be required for a Foreign Private Issuer to file with, or furnish to, the SEC. (c) During the Interim Periodreasonably practicable, the Company shall provide Moringa, within twenty (20) days after the end of each calendar month, with financial information for the month and the year to date in such form as Moringa may reasonably request. (d) During the Interim Period, the Company will also promptly deliver to Moringa copies of the Purchaser any other audited or unaudited financial statements of the Target Companies that a certified public accountant are required by applicable law to be included in the Proxy Statement/Registration Statement; provided, that upon delivery of such Updated 1H Financial Statements and any other audited or unaudited financial statements of the Target Company may issueCompanies, the representation and warranties set forth in Section 4.06 shall be deemed to apply to the Updated 1H Financial Statements and any other audited or unaudited financial statements of the Target Companies, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement.