Common use of Financial Information; Absence of Undisclosed Liabilities Clause in Contracts

Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(a) sets forth: (i) the audited (A) combined statements of operations and (B) combined statements of cash flows of Company for the fiscal years ended December 31, 2012, 2013 and 2014; (ii) the audited combined balance sheets of Company as of December 31, 2013 and 2014 (the financial statements referred to in the foregoing clauses (i) and (ii) are collectively referred to herein as the “Audited Financial Statements”); (iii) the unaudited (A) combined balance sheet of Company as of June 30, 2015 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statements, the “Financial Statements”); and (v) any management letters relating to the Audited Financial Statements received by Company from the auditors. The Financial Statements have been prepared on a carve out basis in accordance with GAAP and in all material respects present fairly in accordance with GAAP the combined financial condition and the combined statements of operations and cash flows of Company as of their respective dates and for their respective periods, except (I) as may be stated in the notes thereto and (II) that the Unaudited Interim Financial Statements are subject to year-end adjustments and lack the footnote disclosure otherwise required by GAAP.

Financial Information; Absence of Undisclosed Liabilities. (a) Section 3.06(a) of the Parent Disclosure Schedule 4.06(a) sets forth: forth (i) the audited (A) combined statements consolidated balance sheet of operations the Company and (B) combined statements of cash flows of Company for the fiscal years ended December 31, 2012, 2013 and 2014; (ii) the audited combined balance sheets of Company Transferred Subsidiaries as of December 31, 2015, (ii) the unaudited consolidated balance sheet of the Company and the Transferred Subsidiaries as of June 30, 2016 (the “Reference Balance Sheet”), (iii) the audited consolidated statements of income and cash flows of the Company and the Transferred Subsidiaries for the annual periods ended December 31, 2015, 2014 and 2013 and 2014 (iv) the unaudited consolidated statements of income and cash flows for the quarterly and year to date periods ended June 30, 2016 and March 31, 2016 (the financial balance sheets and the statements of income and cash flows referred to in the foregoing clauses (i) and through (iiiv) are of this Section 3.06(a) being collectively referred to herein as the “Audited Financial Statements”); (iii) the unaudited (A) combined balance sheet of Company as of June 30, 2015 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statements, the “Financial Statements”); and (v) any management letters relating to the Audited Financial Statements received by Company from the auditors. The Financial Statements (except as expressly set forth in such Financial Statements) have been prepared on a carve out basis prepared, in all material respects, in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly, in all material respects present fairly in accordance with GAAP respects, the combined consolidated financial condition and the combined statements consolidated results of operations of the Company and cash flows of Company the Transferred Subsidiaries as of their respective dates and for their the respective periodsperiods covered thereby, except (Ias set forth in Section 3.06(a) as may be stated of the Parent Disclosure Schedule and in the notes thereto case of unaudited statements, for the absence of footnote disclosure and (II) that the Unaudited Interim Financial Statements are subject to for normal and recurring year-end adjustments and lack the footnote disclosure otherwise required by GAAPaudit adjustments.

Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(aSection 3.06(a)(i) of the Disclosure Schedules sets forth: (i) forth the audited (A) combined statements of operations income, changes in stockholders’ equity and (B) combined statements of cash flows of Company related to the Business at and for the fiscal years ended December 31, 2012, 2013 2008 and 2014; (ii) the 2009 and audited combined balance sheets of Company related to the Business as of December 31, 2013 2008 and 2014 (2009 and certain unaudited combined financial information related to the financial statements referred to in the foregoing clauses (i) and (ii) are collectively referred to herein as the “Audited Financial Statements”); (iii) Business including the unaudited (A) combined balance sheet of Company as of June 30October 31, 2015 2010 (the “Reference Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statementscollectively, the “Financial Statements”); . The Financial Statements (i) were prepared in accordance with US GAAP, (ii) were prepared from and are consistent with the books and records of Seller and (viii) any management letters relating present fairly, in all material respects, the combined financial condition, results of operations and cash flows of the Business at their respective dates and for the periods covered by such statements (subject, in each case, to normal year-end adjustments and other adjustments described therein, including the Audited Financial Statements received by Company from the auditorsnotes thereto). The Financial Statements have been prepared on a carve out stand-alone basis consistent with US GAAP and, except as set forth in Section 3.06(a) of the Disclosure Schedules, reflect all costs and expenses of conducting the Business, including proper allocations for all costs and expenses of services performed for the Business Subsidiaries by Seller and its Affiliates (other than the Business Subsidiaries). Section 3.06(a)(ii) of the Disclosure Schedules sets forth certain unaudited financial information related to First Advantage Offshore Services Private Limited (collectively, the “FAOS Financial Information”). The FAOS Financial Information (i) was prepared in accordance with GAAP US GAAP, (ii) was prepared from and is consistent with the books and records of Seller and (iii) present fairly, in all material respects present fairly in accordance with GAAP respects, the combined financial condition and the combined statements results of operations and cash flows of Company First Advantage Offshore Services Private Limited as of their respective dates and for their respective periodsthe ten (10) month period ended October 31, except (I) as may be stated in the notes thereto and (II) that the Unaudited Interim Financial Statements are subject to year-end adjustments and lack the footnote disclosure otherwise required by GAAP2010.

Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(a) sets forth: The Sellers have previously delivered or made available to Buyer true, accurate and complete copies of (i) the BCGS’s audited (A) combined financial statements as of operations and (B) combined statements of cash flows of Company for the fiscal years ended December 31, 20122015, 2013 December 31, 2016, and 2014; December 31, 2017 (the “BCGS Financial Statements”), (ii) the audited combined consolidated and consolidating balance sheets and statements of operations, cash flows and changes in stockholder’s equity of the Company and BCGS, as of and for the years ended December 31, 2015 and December 31, 2016, and with the related compilation reports of the Company’s independent accountant, (iii) the unaudited consolidated and internally prepared balance sheet and statements of operations, cash flows and changes in stockholder’s equity of the Company and BCGS as of December 31, 2013 2017 and 2014 for the nine (9) months ended September 30, 2018 (the financial “Quarterly Financial Statements” and, together with the statements referred to described in the foregoing clauses (i) and (ii) are above, collectively referred to herein as the “Audited Financial Statements”); (iii) the unaudited (A) combined balance sheet of Company as of June 30, 2015 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statements, the “Financial Statements”), and (iv) an example of the Company’s calculation of Working Capital as of May 31, 2018 (the “Example Calculation”). The Quarterly Financial Statements are subject to normal and recurring year-end adjustments (which will not be material individually or in the aggregate) and the absence of notes. (b) The Financial Statements and items therein: (i) have been prepared and are in accordance with the Books and Records and with respect to the statements set forth in Section 3.5(a)(ii), accounts and entries therein relating to BCGS have been prepared and are in accordance with the BCGS Financial Statements; and (vii) any management letters relating to except as set forth in Section 3.5(b) of the Audited Financial Statements received by Company from the auditors. The Financial Statements Seller Disclosure Schedule (A) have been prepared on a carve out basis in accordance with GAAP Applicable Accounting Principles on a consistent basis throughout the periods covered by such statements and (B) fairly present in all material respects present fairly in accordance with GAAP the combined Company’s consolidated or BCGS’s (as applicable) financial condition and the combined statements results of operations and Company’s consolidated or BCGS’s (as applicable) operations, cash flows of Company and changes in shareholder’s equity as of their respective dates and or for their respective periods, except (I) as may be stated in the notes thereto and (II) periods thereof; provided that the Unaudited Interim Quarterly Financial Statements are subject to normal recurring year-end adjustments (which will not be material individually or in the aggregate) and lack the footnote disclosure otherwise required by GAAP.absence of notes. The Example Calculation is based on the Books and Records and has been prepared in accordance with Applicable Accounting Principles and consistent with the notes contained therein. Neither the Company nor any Seller has received any complaint, allegation, assertion or claim of any material inadequacy in the Company’s internal accounting controls or the accuracy of the Financial Statements and, to the Knowledge of Seller Parties, there is no basis for any such complaint, allegation, assertion or claim. -27- 40733748.21

Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(aSection 4.04(a)(i) of the Seller Disclosure Schedules sets forth: forth an accurate, correct and complete copy of the (i) management-prepared unaudited statement of assets and liabilities of the audited Business as of June 30, 2023 and (Aii) combined the management-prepared unaudited income statements of operations and (B) combined statements of cash flows of Company the Business for the fiscal years year ended December 31, 20122022 and the nine-months ended September 30, 2013 and 2014; (ii) the audited combined balance sheets of Company as of December 31, 2013 and 2014 2023 (the financial statement of assumed assets and assumed liabilities and income statements referred to in the foregoing clauses (i) and (ii) are collectively referred to herein as ), collectively, the “Audited Financial StatementsUnaudited Statements of the Business”); (iii) . The Unaudited Statements of the unaudited Business (A) combined balance sheet of Company as of June 30, 2015 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statements, the “Financial Statements”); and (v) any management letters relating to the Audited Financial Statements received by Company from the auditors. The Financial Statements have been prepared based on a carve out basis the books and records of Seller and its Subsidiaries and other Seller Parties, which such books and records have been and are being prepared in the ordinary course of business consistent past practice, and have been and are being maintained in accordance with GAAP and any other applicable accounting requirements, (B) have been prepared in conformity with Seller’s accounting policies and in accordance with GAAP, and (C) present fairly, in all material respects present fairly in accordance with GAAP respects, the combined financial condition of the Business as of the applicable date, except with respect to (1) the estimate for inventory reserves, (2) the allocation or estimation of costs or operating expenses that were included therein as set forth on Section 4.04(a)(ii) of the Seller Disclosure Schedule, (3) allocations of corporate expenses or rights to receive corporate services and intercompany charges as set forth on Section 4.04(a)(iii) of the combined Seller Disclosure Schedule, (4) the financial performance of the Business had it been conducted as a stand-alone business, (5) the presentation of statements of operations equity, comprehensive income and cash flows of Company for the periods then ended as of they are not prepared in their respective dates and for their respective periods, except (I) as may be stated in the notes thereto entirety and (II6) that the Unaudited Interim Financial Statements are subject to footnotes and normal and recurring year-end adjustments, the effect of which adjustments is not, individually or in the aggregate, material. The Unaudited Statements of the Business present fairly, in all material respects, the financial condition of the Business as of the applicable date; provided that Excluded Assets and lack Excluded Liabilities are not reflected in the footnote disclosure otherwise required by GAAPUnaudited Statements of the Business.

Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(a) 3.06 sets forth: forth (i) the audited (A) combined unaudited consolidated balance sheet as of July 31, 2020 and the consolidated statements of operations of Pointwell Limited, a limited company formed under Irish law with Registration Number 540778 (“Pointwell”) for the six-month period ended July 31, 2020 (the “Unaudited Pointwell Financial Statements”), (ii) the audited consolidated balance sheets as of January 31, 2018, January 31, 2019 and (B) combined January 31, 2020, and the consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows of Company Pointwell for the fiscal years ended December January 31, 20122018, 2013 and 2014; (ii) the audited combined balance sheets of Company as of December January 31, 2013 2019 and 2014 January 31, 2020 (the financial statements referred to in the foregoing clauses (i) and (ii) are collectively referred to herein as the “Audited Pointwell Financial Statements”); ) and (iii) the unaudited (A) combined consolidated balance sheet of Company as of June 30August 31, 2015 2020, prepared based on preliminary estimates and judgements to implement fresh start accounting required by GAAP that will be subject to finalization at a later date with the assistance of third-party specialists, and the consolidated statements of operations of Pointwell for the one-month period ended August 31, 2020 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Post-Emergence Financial Statements”, and collectively and, together with the financial statements referred to in the foregoing clause (iii) Unaudited Pointwell Financial Statements and the Audited Pointwell Financial Statements, the “Financial Statements”); and (v) any management letters relating to the Audited Financial Statements received by Company from the auditors. The Financial Statements (A) have been prepared based on a carve out basis in accordance with GAAP the books and records of Pointwell, the Company and their respective Subsidiaries, as applicable (B) have been prepared in all material respects present fairly in accordance with GAAP GAAP, except with respect to the combined Post-Emergence Financial Statements, subject to finalization at a later date with the assistance of third-party specialists, and (C) present fairly, in all material respects in accordance with GAAP, the consolidated financial condition and the combined statements results of operations of Pointwell and cash flows of Company its Subsidiaries, as applicable, as of their the respective dates and for their the respective periodsperiods presented, except (I) as may be stated subject in the notes thereto and (II) that case of each of the Unaudited Interim Pointwell Financial Statements are subject and the Post-Emergence Financial Statements to normal year-end adjustments and lack the footnote disclosure otherwise required by GAAPabsence of complete notes.

Financial Information; Absence of Undisclosed Liabilities. (a) Section 4.05(a) of the Company Disclosure Schedule 4.06(a) sets forth: forth (i) the audited (A) combined statements consolidated balance sheet of operations the Company and (B) combined statements of cash flows of Company for the fiscal years ended December 31, 2012, 2013 and 2014; (ii) the audited combined balance sheets of Company Transferred Subsidiaries as of December 31, 2013, (ii) the unaudited consolidated balance sheet of the Company and the Transferred Subsidiaries as of Xxxxx 00, 0000, (xxx) the audited consolidated statement of income, shareholders’ equity and cash flows of the Company and the Transferred Subsidiaries for the two-year period ended December 31, 2013 and (iv) the unaudited consolidated statement of income, shareholders’ equity and cash flows of the Company and the Transferred Subsidiaries for the quarterly period ended March 31, 2014 (the financial balance sheets, the statements of income, the statements of shareholders’ equity and the statement of cash flows referred to in the foregoing clauses (i) and through (iiiv) are of this Section 4.05(a) being collectively referred to herein as the “Audited Financial Statements”); (iii) the unaudited (A) combined balance sheet of Company as of June 30, 2015 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statements, the “Financial Statements”); and (v) any management letters relating to the Audited Financial Statements received by Company from the auditors. The Financial Statements (except as expressly set forth in the notes to such Financial Statements) have been prepared on a carve out basis in accordance with GAAP and consistent with past practice of the Company, and present fairly, in all material respects present fairly in accordance with GAAP respects, the combined consolidated financial condition and the combined statements consolidated results of operations of the Company and cash flows of Company the Transferred Subsidiaries as of their respective dates and for their the respective periodsperiods covered thereby, except that the Financial Statements referred to in clauses (Iii) as may be stated in the notes thereto and (IIiv) that the Unaudited Interim Financial Statements of this Section 4.05(a) do not contain footnotes or other presentation items and are subject to normal year-end adjustments and lack the footnote disclosure otherwise required by GAAPadjustments.

Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(a) sets forth: Seller has provided to Buyer true and complete copies of (i) the consolidated audited (A) combined statements of operations and (B) combined statements of cash flows of Company for the fiscal years ended December 31, 2012, 2013 and 2014; (ii) the audited combined balance sheets of Company as Parent dated September 30, 2002, 2003, and 2004 and the related statements of December 31operations, 2013 cash flows, redeemable preferred stock and 2014 stockholder deficit for the periods then ended, including the notes thereto (the financial statements referred to in the foregoing clauses (i) and (ii) are collectively referred to herein as collectively, the “Audited Annual Financial Statements”); and (iiiii) the an unaudited (A) combined consolidated balance sheet of Company Parent as of June 30October 31, 2015 2004 (the “Reference Balance Sheet”) and (B) combined statement unaudited consolidated statements of operations operations, cash flow, redeemable preferred stock and statement of cash flows of Company stockholder deficit for Parent for the six (6) one-month period ended June 30October 31, 2015 2004 (together with the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as Reference Balance Sheet, the “Unaudited Interim Reference Financial Statements”” and, and collectively together with the financial statements referred to in the foregoing clause (iii) and the Audited Annual Financial Statements, the “Financial Statements”); and (v) any management letters relating to the Audited . The Financial Statements received by Company from present fairly in all material respects, Parent’s consolidated financial condition and results of operations as of the auditors. The dates thereof or for the periods covered thereby and the Financial Statements have been prepared on a carve out basis in accordance with GAAP and in all material respects present fairly in accordance with GAAP consistently applied throughout the combined financial condition and the combined statements of operations and cash flows of Company as of their respective dates and for their respective periodsperiods covered thereby, except (I) as may be stated in the notes thereto and (II) that the Unaudited Interim Reference Financial Statements do not contain the footnotes required by GAAP and are subject to year-end adjustments and lack other non-material adjustments. The Financial Statements are in accordance with the footnote disclosure otherwise required by GAAPbooks and records of Parent and the Company and do not reflect any transactions that are not bona fide transactions. Neither the Company nor Parent is a guarantor of, or indemnitor, surety or other obligor with respect to any indebtedness of any other Person.

Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(aSection 3.05(a) of the Disclosure Letter sets forth: forth (i) the audited unaudited statement of assets and liabilities of the Business at December 31, 2012 and for the nine (A9) combined month period ended September 30, 2013 and (ii) the unaudited statements of operations revenues and (B) combined statements expenses of cash flows of Company the Business for the fiscal years year ended December 31, 20122012 and for the nine (9) month period ended September 30, 2013 and 2014; (ii) the audited combined balance sheets of Company as of December 31, 2013 and 2014 (the financial statements of assets and liabilities and statements of revenues and expenses referred to in the foregoing clauses (i) and (ii) are being herein collectively referred to herein as the “Audited Financial Statements”); (iii) the unaudited (A) combined balance sheet of Company as of June 30, 2015 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statements, the “Financial Statements”); . For the purposes hereof, the unaudited balance sheet of the Business for the nine (9) month period ended September 30, 2013 referred to in clause (i) is herein referred to as the “Reference Balance Sheet”. The Financial Statements, the Monthly Management Statements and the 2013 Financial Statements: (A) were, or in the case of the Monthly Management Statements and the 2013 Financial Statements will be, derived from the books and records of the Sellers and their respective Affiliates, which books and records are true and correct in all material respects, and (vB) any management letters relating to present, or in the Audited case of the Monthly Management Statements and the 2013 Financial Statements received by Company from will present, fairly, in all material respects, the auditorsfinancial condition, assets and Liabilities of the Business as of the dates therein specified and the results of operations of the Business for the periods indicated. The Financial Statements have been were, or in the case of the 2013 Financial Statements will be, prepared on a carve out basis in accordance with GAAP and in all material respects present fairly in accordance with GAAP the combined financial condition and the combined statements of operations and cash flows of Company as of their respective dates and for their respective periods, except (I) as may US GAAP. The Monthly Management Statements will be stated prepared in the notes thereto and (II) that ordinary course of the Unaudited Interim Financial Statements are subject to year-end adjustments and lack the footnote disclosure otherwise required by GAAPBusiness, consistent with past practice.