Common use of Financial Statements; Absence of Changes Clause in Contracts

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies of (a) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 (the “Most Recent Balance Sheet”), and the related audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, together with the auditor’s reports thereon (the “Financial Statements”). (b) The Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAP. (c) The Company and its Subsidiaries have established and maintain processes of internal accounting controls. To the Knowledge of the Company, such processes 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 the Company’s and its Subsidiaries’ assets. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuing. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto Set forth on Section 4.08(a) of the Company Disclosure Letter are copies of (a) the audited consolidated balance sheets sheet of the Company and its Subsidiaries as of December 31, 2020 (the “Most Recent Balance Sheet”)and 2019, and the related audited consolidated statements statement of operations, consolidated statement of comprehensive loss, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows of the Company and its Subsidiaries for the years then endedtwelve-month periods ended December 31, 2020 and 2019 (the “Audited Financial Statements”, and together with the auditor’s reports thereon (any Additional Financial Statements when delivered pursuant to Section 6.12, the “Financial Statements”). (b) The Financial Statements (i) present fairly, in all material respects, the consolidated financial position position, financial performance and cash flows of the Company and its Subsidiaries as of the date dates and for the period periods indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended Statements in conformity with GAAPGAAP (except in the case of any unaudited Additional Financial Statements for the absence of footnotes and other presentation items and for normal year-end adjustments), and (ii) solely with respect to the audited Financial Statements, 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 applicable to a registrant. (c) The Company and its Subsidiaries have established and maintain processes systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems 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 the Company’s and its Subsidiaries’ assets. None of the Company or its Subsidiaries nor, to the Knowledge of the Company, an independent auditor of the Company or its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (iii) to the Knowledge of the Company, any claim or allegation regarding any of the foregoing. (d) Since December 31, 2020 (the date of the Most Recent Balance Sheet, “Audited Financial Statements Date”) through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, Audited Financial Statements Date through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or thereby, as set forth on Schedule Section 4.08(e) of the Company Disclosure Letter or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19), the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation incorporation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are The Company has made available to ListCo copies of (ai) the audited unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as of December 31September 30, 2020 2023 (the “Most Recent Balance Sheet”), the related unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the six months ended September 30, 2023 (the “Interim Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2023, and the related unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the year ended March 31, 2023 (the “Unaudited FY2023 Financial Statements” and, collectively with the Interim Financial Statements, the “Unaudited Financial Statements”), and (iii) the audited consolidated balance sheet as of March 31, 2022, and the audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then endedyear ended March 31, together 2022 (the “Audited Financial Statements” and, collectively with the auditor’s reports thereon (Interim Financial Statements and Unaudited FY2023 Financial Statements, the “Financial Statements”). (b) The To the Knowledge of the Company, the Unaudited Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Unaudited Financial Statements, and the results of their operations and cash flows for the periods indicated in conformity with Hong Kong Financial Reporting Standards (“HKFRS”). The Audited Financial Statements for the year ended March 31, 2022 present fairly, in all material respects, the financial position of the Company and its Subsidiaries for the period indicated in such Audited Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAPHKFRS in all material respects. (c) The Company and its Subsidiaries have established and maintain processes maintained systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems are designed to provide, in all material respects, reasonable assurance that (i) all material transactions are executed in accordance with management’s authorization authorization, and (ii) all material transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP HKFRS and to maintain accountability for the Company’s and its Subsidiaries’ assets. To the Knowledge of the Company, except as disclosed in the Company Disclosure Schedule, none of the Company or its Subsidiaries nor an independent auditor of the Company or its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. (d) Since Except as disclosed in the Company Disclosure Schedule, since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies of The Company has delivered to Parent its (ai) the audited consolidated financial balance sheets of the Company and its Subsidiaries sheet as of December 31, 2020 (the “Most Recent Balance Sheet”)and December 31, 2019 and the related audited consolidated statements of operations, of changes in shareholders’ equity income/loss and of cash flows for the years fiscal year then endedended and (ii) its unaudited financial balance sheet as of September 30, together with 2021 (the auditor’s reports thereon “Balance Sheet,” and such date, the “Balance Sheet Date”) and related statements of income/loss for the nine (9)-month period ended September 30, 2021 (collectively, the “Financial Statements”). (b, which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company or any of its Subsidiaries, (ii) fairly and accurately present fairlyin all material respects the financial condition of the Company or any of its Subsidiaries at the dates therein indicated and the results of operations and cash flows of the Company or any of its Subsidiaries for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are expected to be material in amount), (iv) are -19- true, correct and complete in all material respects, (v) were prepared in accordance with GAAP, except for the financial position absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved, (vi) except as set forth on Schedule 2.4(a) of the Company Disclosure Letter, when delivered by the Company for inclusion in the Form 8-K for filing with the SEC following the date of this Agreement, will comply in all material respects with the applicable accounting requirements and its Subsidiaries with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the date and for the period indicated in such Financial Statementsrespective dates thereof, and (vii) have been kept accurately in the results ordinary course of their operations and cash flows for the year then ended business consistent in conformity all material respects with GAAPApplicable Law. (cb) The Company and its Subsidiaries have established and maintain processes no Liabilities of internal accounting controls. To a type that would be required to be shown on the Knowledge Financial Statements in accordance with GAAP, other than (i) those set forth in the Balance Sheet, (ii) those incurred in the conduct of the Company’s business since the Balance Sheet Date in the ordinary course, such processes are designed to provideconsistent with past practice (none of which result from any breach of Contract, warranty, Infringement, tort or violation of Applicable Law), (iii) Liabilities disclosed on Schedule 2.4(b) or (iv) payment obligations incurred in all material respects, reasonable assurance that (i) all transactions are executed in accordance connection with management’s authorization the negotiation 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 the Company’s and its Subsidiaries’ assets. (d) Since the date of the Most Recent Balance Sheet, through and including the date execution of this Agreement, no Material Adverse Effect has occurred that is continuing. (e) Since or other agreements contemplated hereby, or the date consummation of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary thereby. Except for Liabilities reflected in light of COVID-19the Balance Sheet, the Company and its Subsidiaries have carried no material off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company or any of its Subsidiaries. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with GAAP consistently applied. (c) Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Indebtedness of the Company or any of its Subsidiaries. All Indebtedness of the Company and its Subsidiaries may be prepaid at the Closing without penalty under the terms of the Contracts governing such Indebtedness. The Company and its Subsidiaries have never guaranteed any debt or other obligation of any other Person. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company or any of its Subsidiaries maintains an account (whether checking, savings or otherwise), lock box or safe deposit box, the account numbers thereof and the names of all Persons authorized to make withdrawals therefrom. There are no outstanding powers of attorney executed by or on behalf of the Company or any of its Subsidiaries relating to such accounts, lock boxes or safe deposit boxes. (e) The Company has established and maintains a system of internal accounting controls effective in providing reasonable assurances (i) that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Board of Directors, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company or any of its Subsidiaries and (iv) that the amount recorded for assets on the books and records of the Company and its Subsidiaries is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company or any of its Subsidiaries, and, to the knowledge of the Company, the Company’s independent auditors or any Employee, Contractor or director of the Company or any of its Subsidiaries, has identified or been made aware of any fraud in the preparation of financial statements or the -20- internal accounting controls, whether or not material, that involves management or other Employees, Contractors, directors of the Company or any of its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries, or any claim or allegation regarding any of the foregoing. None of the Company or any of its Subsidiaries, and, to the knowledge of the Company, any Representative of the Company or any of its Subsidiaries has received any written material complaint, allegation, assertion or claim regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or its internal accounting controls or any material inaccuracy in the financial statements of the Company or any of its Subsidiaries. To the Company’s knowledge, no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board of Directors or any committee thereof or to any director or officer of the Company or any of its Subsidiaries evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or any of their respective businesses Representatives. To the Company’s knowledge, there are no significant deficiencies or material weaknesses in all the design or operation of the Company’s internal controls that would reasonably be expected to materially adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no material respects change in the Company’s accounting policies since the Company’s inception, except as described in the Financial Statements. (f) Since the Balance Sheet Date, (i) the Company and its Subsidiaries have conducted the Business in the ordinary course of business. business consistent with past practice, (fii) Merger Sub was formed solely for the purpose of engaging in the Transactions, there has not conducted occurred a Material Adverse Effect with respect to the Company and its Subsidiaries, and (iii) neither the Company nor any business and of its Subsidiaries has no suffered any material loss, damage, destruction or other casualty affecting any of its material properties or assets, liabilities whether or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicablenot covered by insurance, and (iv) neither the other transactions contemplated by this Agreement and such Transaction AgreementsCompany nor any of its Subsidiaries has done, as applicablecaused or permitted any of the actions described in Section 4.2. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are The Company has made available to ListCo copies of (a) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 2021 (the “Most Recent Balance Sheet”), and the related audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the two years then endedended December 31, together with the auditor’s reports thereon 2021 (the “Financial Statements”). (b) The To the Company’s Knowledge, the Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year years then ended in conformity with GAAP. (c) The Company and its Subsidiaries have established and maintain processes maintained systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems are designed to provide, in all material respects, reasonable assurance that (i) all material transactions are executed in accordance with management’s authorization and (ii) all material transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets. To the Knowledge of the Company, none of the Company or its Subsidiaries nor an independent auditor of the Company or its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, except as disclosed in the Company Disclosure Schedule 4.09(c), (ii) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are The Company has made available to ListCo copies of (a) the audited unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 2021 (the “Most Recent Balance Sheet”), and the related audited unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years one year then ended, together with the auditor’s reports thereon ended (the “Financial Statements”). (b) The To the Company’s Knowledge, the Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAPIFRS. (c) The Company and its Subsidiaries have established and maintain processes maintained systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems 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 IFRS and to maintain accountability for the Company’s and its Subsidiaries’ assets. To the Knowledge of the Company, none of the Company or its Subsidiaries nor an independent auditor of the Company or its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, through and including except under the Company Incentive Plan, neither the Company nor any of its Subsidiaries have (i) paid or promised to pay, funded any new, enter into or made any grant of any equity or equity-based payment or arrangement to any Company Employee, (ii) established, adopted, entered into, amended or terminated any Company Benefit Plan or any Contract that would be a Company Benefit Plan if it were in existence as of the date of this AgreementAgreement or (iii) hired, except as expressly contemplated by this Agreementengaged, furloughed, temporarily laid off, or terminated (other than for cause) the other Transaction Agreements employment, engagement or in connection with the transactions contemplated hereby and thereby service of any employee or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light independent contractor of COVID-19, the Company and or any of its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of businesswith an annual compensation opportunity that exceeds $300,000. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are The Company has made available to ListCo copies of (a) the audited unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31June 30, 2020 2021 (the “Most Recent Balance Sheet”), and the related audited unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years one year then ended, together with the auditor’s reports thereon ended (the “Financial Statements”).. ​ (b) The To the Company’s Knowledge, the Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAP.. ​ ​ (c) The Company and its Subsidiaries have established and maintain processes maintained systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems are designed to provide, in all material respects, reasonable assurance that (i) all material transactions are executed in accordance with management’s authorization and (ii) all material transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets.. To the Knowledge of the Company, none of the Company or its Subsidiaries nor an independent auditor of the Company or its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. ​ (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 4.08(a) hereto are copies is a copy of (a) the audited unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as of December 31June 30, 2020 2021 (the “Most Recent Balance Sheet”), and the related audited unaudited consolidated statements of operationscomprehensive income, of changes in shareholders’ equity and of cash flows for the six (6) months then ended (the “Unaudited Financial Statements”). (b) Attached as Schedule 4.08(b) hereto is a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2020, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows for the two (2) years then ended, together with the auditor’s reports thereon (the “Audited Financial Statements,” and together with the Unaudited Financial Statements, the “Financial Statements”). (bc) The Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAPIFRS. (cd) The Company and its Subsidiaries have established and maintain processes maintained systems of internal accounting controlscontrols over financial reporting. To the Knowledge of the Company, such processes Such systems 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 IFRS and to maintain accountability for the Company’s and its Subsidiaries’ assets. None of the Company or its Subsidiaries nor, to the Knowledge of the Company, an independent auditor of the Company or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (iii) to the Knowledge of the Company, any claim or allegation regarding any of the foregoing. (de) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (ef) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19set forth on Schedule Section 4.08(f), the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of have not taken any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicableactions set forth in Section 6.01(a) through Section 6.01(w). (g) Each of Merger Sub and Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies of (aSet forth on Section 4.08(a) the audited consolidated balance sheets of the Company Disclosure Letter are a copy of (i) (A) the unaudited consolidated balance sheet and its Subsidiaries profit and loss statement of the Group Companies as of December 31, 2020 2023, and (B) the unaudited consolidated statements of comprehensive income and of changes in shareholders’ equity of the Group Companies for the nine (9)-month period ended December 31, 2023 (the “Most Recent Balance SheetUnaudited Financial Statements”); and (ii) a copy of the audited consolidated balance sheet of the Group Companies as of March 31, 2023, and the related audited consolidated statements of operationscomprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the years then ended12-month period ended March 31, 2023, along with reports of the board of directors as required under applicable Law (the “Audited Financial Statements”, and together with the auditor’s reports thereon (Unaudited Financial Statements and any Additional Financial Statements when delivered pursuant to Section 6.08, the “Financial Statements”). The Financial Statements have been prepared in accordance with IFRS or the Indian Accounting Standards (as applicable) (except in the case of the Unaudited Financial Statements for the absence of footnotes and other presentation items and for normal year-end adjustments). (b) The Financial Statements present fairly, in all material respects, the consolidated financial position position, financial performance and cash flows of the Company and its Subsidiaries Group Companies as of the date dates and for the period periods indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAP. (c) The Company and its Subsidiaries Group Companies have established and maintain processes systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems are designed to provide, in all material respects, provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with IFRS or the Indian Accounting Standards (as applicable), and includes those policies and procedures that (i) all pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions are executed in accordance with management’s authorization and dispositions of the assets of the Group Companies, (ii) all provide reasonable assurance that transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP IFRS or the Indian Accounting Standards (as applicable), and that receipts and expenditures of the Group Companies are being made only in accordance with authorizations of management and directors of the Group Companies; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Group Companies that could have a material effect on the financial statements. None of the Group Companies nor, to maintain accountability for the Knowledge of the Company’s and , any independent auditor of the Group Companies, has identified or been made aware of (x) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Group Companies, (y) any fraud, whether or not material, that involves any Group Company or its Subsidiaries’ assetsmanagement or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Group Companies or (z) to the Knowledge of the Company, any claim or allegation regarding any of the foregoing. (d) Since March 31, 2023 (the date of the “Most Recent Balance Sheet, Sheet Date”) through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, Sheet Date through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or Transactions, as set forth on Schedule in Section 4.08(e) of the Company Disclosure Letter or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19), the Company and its Subsidiaries Group Companies have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident incidental to its formation incorporation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached Except as set forth on Schedule 4.08 hereto are copies of (a) the audited consolidated balance sheets 3.6(a), each of the Company Unaudited 2001 Financial Statements and its Subsidiaries the Unaudited 2002 Stub Financial Statements have been prepared in accordance with GAAP in a manner consistent with the past practice of HMC since the date of the acquisition by Seller (following the Accounting Principles applied consistently throughout the period presented) and present fairly, in all material respects in accordance with GAAP, the consolidated financial condition and consolidated results of operations of HMC as of December 31the date thereof and for the period to which they relate, 2020 (except as set forth on Schedule 3.6(a) and except that the “Most Recent Balance Sheet”), Unaudited 2001 Financial Statements and the related audited consolidated statements Unaudited 2002 Stub Financial Statements do not include footnotes, except with respect to the basis of operations, of changes in shareholders’ equity and of cash flows for the years then ended, together with the auditor’s reports thereon (the “Financial Statements”)preparation. (b) The Final Reference Date Statements (i) will have been prepared in accordance with GAAP in a manner consistent with the past practice of HMC since the date of the acquisition by Seller (other than the fact that such financial statements will be prepared on a stand-alone basis and follow the materiality guidance provided in SAB 99 as applicable to HMC and its Subsidiaries taken as a whole), applied in accordance with, and following the Accounting Principles and the Agreed Upon Adjustment Procedures applied consistently throughout the period presented, (ii) will have been prepared in accordance with Regulation S-X (with respect to an offering of debt securities), (iii) present fairly, in all material respects in accordance with GAAP, the consolidated financial position and consolidated results of operations of HMC as at the Reference Date and for the nine-month period commencing January 1. 2002 and ending on the Reference Date (inclusive) and (iv) have been reviewed in accordance with Statement of Auditing Standards No. 71, Interim Financial Information. The Audited 2001 Financial Statements (i) will have been prepared in accordance with GAAP in a manner consistent with the past practice of HMC since the date of the acquisition by Seller (other than the fact that such financial statements will be prepared on a stand-alone basis and follow the materiality guidance provided in SAB 99 applicable to HMC and its Subsidiaries taken as a whole) following the Accounting Principles applied consistently throughout the period presented, (ii) will have been prepared in accordance with Regulation S-X (with respect to an offering of debt securities), (iii) present fairly, in all material respects, the consolidated financial position and consolidated results of the Company and its Subsidiaries operations of HMC as of the date at June 30, 2001 and for the period indicated in such Financial Statementscommencing January 1, 2001 and the results of their operations and cash flows for the year then ended in conformity with GAAP. ending on June 30, 2001 (cinclusive), (iv) The Company and its Subsidiaries have established and maintain processes of internal accounting controls. To the Knowledge of the Company, such processes are designed to providepresent fairly, in all material respects, reasonable assurance that the consolidated financial position and consolidated results of operations of HMC as at December 31, 2001 and for the period commencing July 1, 2001 and ending on December 31, 2001 (iinclusive), and (v) all transactions are executed will have been audited in accordance with management’s authorization and GAAS. (iic) all transactions are recorded Except as necessary to permit preparation set forth on Schedule 3.6(c), the Companies have no off-balance sheet obligations in excess of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets$1,000,000, individually. (d) Since Except as set forth on Schedule 3.6(d), since December 31, 2001, the date Companies have conducted their respective businesses only in the ordinary course and through the Reference Date have made capital expenditures for both tangible assets and “Plate” expenditures of not less than $28,700,000 for tangible assets and $80,800,000 for “Plate” expenditures. Except as set forth on Schedule 3.6(d), since December 31, 2001, there has not been (x) any event or change that, individually or in the aggregate with any other event or change, has had or would reasonably be expected to have a Material Adverse Effect, (y) any termination of any state or local adoption contract material to the Companies taken as a whole or agreement with any Governmental Authority in the United States (including the States of California, Texas and Florida) material to the Companies taken as a whole or (z) any decision or action of any Company (other than in compliance with Section 5.2): (i) (x) to declare, set aside or make any non-cash distributions in respect of any of its capital stock or (y) to purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock or any other securities of it or any of its Subsidiaries or any rights, war ants or options to acquire any such shares or other securities; (ii) to acquire, license or agree to acquire or license by merging or consolidating with, or by purchasing or licensing assets of, or by any other manner, any business, division or Person or any equivalent interest therein; (iii) to sell, lease, sell and leaseback, mortgage or otherwise to encumber or subject to any Lien (other than any Permitted Exceptions) or otherwise to dispose of any of its material properties or assets (including securitizations), or to license out any of its material properties or assets other than in the ordinary course of business consistent with past practice; (iv) (x) to pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) or Legal Proceedings for payments in excess of $1,000,000 other than in the ordinary course of business consistent with past practice or (y) to waive the benefits of, agree to modify in any manner detrimental to it, terminate, release any Person from or fail to enforce any material confidentiality, standstill or similar agreement; (v) except insofar as (x) may be required by a change in generally accepted accounting principles in its jurisdiction or (y) it would not be reflected in the consolidation of the Most Recent Balance Sheetfinancial results of the Companies, through and including to make any changes in accounting methods, principles or practices; or (vi) (x) to make or rescind, or permit to be made or rescinded, any material tax election, (y) to change any of its material methods of reporting income or deductions for Tax purposes except as required by Applicable Law or (z) to issue a waiver to extend the date period of this Agreement, no Material Adverse Effect has occurred that is continuinglimitations for the payment or assessment of any material Tax. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the Reference Date there have not been any Material Decisions or Actions other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as than those set forth on Schedule 4.08(e3.6(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light taken with the prior written consent of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of businessPurchaser. (f) Merger Sub was formed solely Since the Reference Date, Parent has implemented and maintained a tracking system for the purpose of engaging Cash Pooling Arrangements adequate to identify and categorize cash payments made by the Companies to Parent and its Affiliates (other than the Companies) and by Parent and its Affiliates (other than the Companies) to the Companies in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident manner required to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and determine the other transactions calculations contemplated by this Agreement and such Transaction Agreements, as applicableSection 2.5(a). (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are 4.4(a) contains complete and correct copies of (ai) the audited consolidated unaudited balance sheets sheet of the Company and its Subsidiaries Omaha Business as of December 31March 26, 2020 2006 (the “Most Recent Omaha Balance Sheet”) and (ii) the unaudited income statements of the Omaha Business for the 36 months ended March 26, 2006 (collectively, the “Omaha Financial Statements”). Except as set forth on Schedule 4.4(a), the Omaha Financial Statements were prepared in accordance with GAAP applied on a basis consistent throughout the periods covered thereby (except for discrepancies as to form required by GAAP (as opposed to substance), to the extent disclosed therein, and subject to the related audited consolidated statements lack of operations, footnotes) and fairly present the financial condition and results of changes in shareholders’ equity and operation of cash flows the Omaha Business for the years periods then endedended (subject to changes resulting from normal year-end adjustments). The Omaha Financial Statements have been prepared from and are in accordance with the accounting records of Seller. The financial information for the Omaha Business provided by Seller is consistent with and comprises part of Seller’s consolidated worksheets as provided to Seller’s independent public accounting firm for use in the audits and reviews of the consolidated S&C Holdco 3, Inc. (b) Schedule 4.4(b) contains complete and correct copies of (i) the unaudited balance sheet of the Nampa Business as of March 26, 2006 (the “Nampa Balance Sheet” and, together with the auditor’s reports thereon Omaha Balance Sheet, the “Balance Sheets”) and (ii) the unaudited income statements of the Nampa Business for the 36 months ended March 26, 2006 (collectively, the “Nampa Financial Statements” and, together with the Omaha Financial Statements, the “Financial Statements”). (b) The . Except as set forth on Schedule 4.4(b), the Nampa Financial Statements were prepared in accordance with GAAP applied on a basis consistent throughout the periods covered thereby (except for discrepancies as to form required by GAAP (as opposed to substance), to the extent disclosed therein, and subject to the lack of footnotes) and fairly present fairly, in all material respects, the financial position condition and results of operation of the Company Nampa Business for the periods then ended (subject to changes resulting from normal year end adjustments). The Nampa Financial Statements have been prepared from and its Subsidiaries are in accordance with the accounting records of Seller. The financial information for the Nampa Business provided by Seller is consistent with and comprises part of Seller’s consolidated worksheets as provided to Seller’s independent public accounting firm and for use in the audits and reviews of the date and for the period indicated in such Financial Statementsconsolidated S&C Holdco 3, and the results of their operations and cash flows for the year then ended in conformity with GAAP.Inc. (c) The Company Except as set forth on Schedule 4.4(c), with respect to the Omaha Business and its Subsidiaries have established and maintain processes the Nampa Business, Seller has no Liabilities of internal accounting controls. To any kind, whether absolute, accrued, asserted or unasserted, contingent or otherwise, required by GAAP to be set forth in a financial statement or in the Knowledge of the Company, such processes are designed to provide, in all material respects, reasonable assurance notes thereto except Liabilities or contingencies that (i) all transactions are executed accrued or reserved against in accordance the Omaha Balance Sheet with management’s authorization and respect to the Omaha Business or in the Nampa Balance Sheet with respect to the Nampa Business, (ii) all transactions are recorded as necessary were incurred after March 26, 2006, in each case in the ordinary course of business and consistent with past practices of such business or (iii) could not reasonably be expected, individually or in the aggregate, to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assetshave a Material Adverse Effect. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuing. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or Except as set forth on Schedule 4.08(e4.4(d), since March 26, 2006, (i) or as required the Business has been operated by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects Seller in the ordinary course consistent with past practices of business. the Business, (fii) Merger Sub was formed solely for the purpose of engaging Business has not suffered or incurred any result, occurrence, fact, change, event, effect or condition which, individually or in the Transactionsaggregate with other results, occurrences, facts, changes, events, effects or conditions, has not conducted any business had or could reasonably be expected to have a Material Adverse Effect and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (giii) Merger Sub II was formed solely for the purpose of engaging in the Transactions, there has not conducted occurred any business event, condition, action or occurrence that would have been prohibited by the provisions of Section 6.1 if the terms of such Section had been in effect as of and has no assetsafter March 26, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable2006.

Financial Statements; Absence of Changes. (a) Attached as The Company has Made Available to Acquirer its unaudited financial statements for each of the Company’s past fiscal years set for on Schedule 4.08 hereto are copies of (a2.4(a) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31Disclosure Letter (including, 2020 (the “Most Recent Balance Sheet”)in each case, and the related audited consolidated balance sheets, statements of operations, of changes in shareholders’ equity operations and statements of cash flows for the years then endedflows) (collectively, together with the auditor’s reports thereon (the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which, individually or in the aggregate, are or will be material in amount), and (iii) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved. (b) The Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements present fairlyas of December 31, 2012 (the “Company Balance Sheet”), (ii) those incurred in all material respects, the financial position conduct of the Company’s business since December 31, 2012 (the “Company and its Subsidiaries as Balance Sheet Date”) in the ordinary course consistent with past practice that are of the date type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law, (iii) those incurred by the Company in connection with the execution of this Agreement and the Transactions, and (iv) executory obligations pursuant to Company Contracts that are not related to any breach or default by the Company. Except for Liabilities reflected in the period indicated in such Financial Statements, and the results Company has no off-balance sheet Liability of their operations and cash flows for any nature to, or any financial interest in, any third parties or entities, the year then ended in conformity with GAAPpurpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. (c) The Company and its Subsidiaries have established and maintain processes of internal accounting controls. To the Knowledge has no Company Debt as of the Company, such processes 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 the Company’s and its Subsidiaries’ assetsAgreement Date. (d) Since Neither the date Company nor, to the knowledge of the Most Recent Balance SheetCompany, through and including any current or former employee, consultant or director of the date Company, has identified or been made aware of this Agreementany fraud, no Material Adverse Effect whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has occurred that is continuingreceived or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to the Board of Directors or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. (e) Since the date of the Most Recent Company Balance SheetSheet Date, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e(i) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects has conducted the Business only in the ordinary course of business. business consistent with past practice, (fii) Merger Sub was formed solely for the purpose of engaging in the Transactions, there has not conducted occurred any business and has no assetsMaterial Adverse Effect with respect to the Company, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and (iii) the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, Company has not conducted done, caused or permitted any business and has no assets, liabilities or obligations action that would constitute a breach of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated provisions of Section 4.2 if such action were taken by this Agreement and such Transaction Agreements, as applicablethe Company during the Pre-Closing Period without Acquirer’s written consent.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies of (a) The Company has delivered to Purchaser its audited financial statements for the audited consolidated balance sheets of the Company and its Subsidiaries as of fiscal years ended December 31, 2020 2012 and December 31, 2013 (the “Most Recent Balance Sheet”)including, and the related audited consolidated in each case, balance sheets, statements of operations, statements of changes in shareholdersmembers’ equity and statements of cash flows for flows), and its unaudited balance sheets (the years then ended“Interim Financial Statements”) as of the months ended January 31, together with 2014, February 28, 2014 and March 31, 2014 (such audited financial statements and the auditor’s reports thereon (Interim Financial Statements, collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Schedule. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and, as applicable, the results of operations and cash flows of the Company for the periods therein specified and (iv) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of Interim Financial Statements, to normal and recurring year-end audit adjustments (none of which individually or in the aggregate will be material in amount) and the absence of footnotes. (b) The Financial Statements present fairly, in all material respects, the financial position Except as set forth on Schedule 2.4(b) of the Company and its Subsidiaries Disclosure Schedule, the Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the unaudited balance sheet included in the Financial Statements as of March 31, 2014 (such balance sheet, the date “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course of business consistent with past practice that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law or (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the period indicated in such Financial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet, including reserves for losses related to Loans issued by the Banks pursuant to the Programs, have, except as set forth on Schedule 2.4(b) of the Company Disclosure Schedule, been established in accordance with GAAP consistently applied and are adequate. Without limiting the results generality of their operations and cash flows for the year then ended in conformity with GAAPforegoing, except as set forth on Schedule 2.4(b) of the Company Disclosure Schedule, the Company has never guaranteed any debt or other obligation of any other Person. (c) The Company does not have any outstanding Long-Term Company Debt. (d) Schedule 2.4(d) of the Company Disclosure Schedule sets forth the names and its Subsidiaries locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges, and have established been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Company Closing Financial Certificate, as the case may be. Except as set forth on Schedule 2.4(e)(i) of the Company Disclosure Schedule, allowances for doubtful accounts and maintain processes refunds have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of internal accounting controlsthe applicable Accounts Receivable. To The Accounts Receivable arising after the Knowledge Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) except as set forth on Schedule 2.4(e)(ii) of the Company Disclosure Schedule, have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less allowances for doubtful accounts and refunds determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such processes claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract. No Person has any Lien on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Schedule sets forth, as of the Agreement Date, (i) the aggregate amount of Accounts Receivable that were subject to asserted refund claims made within the last year and the number of such claims made within the last year, (ii) the aggregate number and amount of such refund claims that were actually paid within the last year and (iii) with respect to each of clauses (i) and (ii), the aggregate distribution of such refund claims by type. (f) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are designed being executed and made only in accordance with appropriate authorizations of management and the Company’s board of managers, (ii) that transactions are recorded as necessary (A) to providepermit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) that the amount recorded for assets on the books and records of the Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. None of the Company, the Company’s independent auditors and, to the knowledge of the Company, any current or former employee or consultant of the Company, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former employees or consultants of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. Except as set forth on Schedule 2.4(f) of the Company Disclosure Schedule, none of the Company and, to the knowledge of the Company, the Representatives of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to the Company Board or any committee thereof or to any officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. Except as set forth on Schedule 2.4(f) of the Company Disclosure Schedule, there has been no change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements. (g) Since the Company Balance Sheet Date, (x) the Business has been conducted in the ordinary course of business consistent with past practice in all material respects, reasonable assurance that (y) there has not occurred a Material Adverse Effect and (z) none of the following has occurred: (i) all transactions are executed any payment, discharge, satisfaction or settlement of any material Proceeding against the Company, or commencement of any Proceeding by or against any third party, in accordance each case except in the ordinary course of business consistent with management’s authorization and past practice; (ii) all transactions are recorded as necessary to permit preparation any split, combination, reclassification, recapitalization or issuance of proper and accurate financial statements any Equity Interest in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets., or any authorization thereof; (diii) Since the date any declaration, setting aside or payment of the Most Recent Balance Sheetany non-cash dividend or other distribution with respect to any Interest or any direct or indirect redemption, through and including the date purchase or other acquisition of this Agreement, no Material Adverse Effect has occurred that is continuing. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreementany such Interest, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e2.4(g)(iii) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses Disclosure Schedule; (iv) any sale, assignment, pledge, encumbrance, transfer or other disposition of any material asset of the Company (excluding in all events sales of assets no longer useful in the operation of the business and sales of inventory to customers), or any sale, assignment, transfer, license or other disposition of any material respects Intellectual Property or any other material intangible assets of the Company; (v) any creation of any Lien on any material property of the Company, except for Permitted Liens; (vi) any write-down of the value of any asset of the Company or any write-off as uncollectible of any accounts or notes receivable of the Company or any portion thereof, other than write-downs or write-offs that are reserved for on the Company Balance Sheet or that do not exceed $50,000 in the aggregate; (vii) any cancellation of any material debts or claims or any amendment, termination or waiver of any rights of material value to the Company; (viii) any capital expenditures or commitments or additions to property, plant or equipment of the Company in excess of $30,000 individually or $50,000 in the aggregate, except as set forth on Schedule 2.4(g)(viii) of the Company Disclosure Schedule; (ix) (A) any deferral of payments of any accounts payable or other Liabilities of the Company beyond the earlier of the stated due date thereof and the date on which such payment would be made in the ordinary course of business.business consistent with past practice, or (B) any acceleration or inducement of the collection of any Accounts Receivable (including by giving any discount, accommodation or other concession) other than in the ordinary course of business consistent with past practice; (fx) Merger Sub was formed solely for the purpose of engaging any change in the Transactionsindependent public accountants of the Company or any material change in the accounting methods, has not conducted keeping of books of account, cash management or accounting practices followed by the Company, including with respect to Taxes, or any business and has no assetsmaterial change in depreciation or amortization policies or rates, liabilities or obligations any change in election with respect to Taxes, except as set forth on Schedule 2.4(g)(x) of the Company Disclosure Schedule; (xi) any nature increase in, or modification of, the compensation or benefits payable or to become payable by the Company to any of its directors, employees or consultants (other than those incident increases in the ordinary course of business consistent with past practice in the base salaries of employees who are not officers of the Company in an amount that does not exceed 10% of such base salaries) or any new loans or extension of existing loans to its formation and pursuant any such Persons (excluding advancement of expenses to this Agreement and any other Transaction Agreement to which it is a party, as applicableemployees in the ordinary course of business consistent with past practice), and the Company has not entered into any Contract to grant or provide (nor has granted any) severance, acceleration of vesting or other transactions contemplated by this Agreement and similar benefits to any such Transaction AgreementsPersons, except as applicable.set forth on Schedule 2.4(g)(xi) of the Company Disclosure Schedule; (gxii) Merger Sub II was formed solely any execution of any employment agreements or service Contracts (other than employment offer letters for the purpose of engaging newly-hired employees and service Contracts, in each case in the Transactions, has not conducted any ordinary course of business consistent with past practice and has no assets, liabilities that are immediately terminable by the Company without cost or obligations Liability except as required by Applicable Law) or the extension of the term of any nature existing employment agreement or service Contract with any Person in the employ or service of the Company other than those incident automatic extensions under such existing employment agreement or service Contract, except as set forth on Schedule 2.4(g)(xii) of the Company Disclosure Schedule; (xiii) any material change with respect to its formation and pursuant the senior management personnel of the Company or any termination of employment of any such employees, any termination of employment of more than ten employees, any labor dispute, or any claim of unfair labor practices involving the Company, except as set forth on Schedule 2.4(g)(xiii) of the Company Disclosure Schedule; or (xiv) any agreement, whether in writing or otherwise, to this Agreement and take any other Transaction Agreement of the actions specified in the foregoing items (i) through (xiii), subject to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicableany dollar thresholds set forth in items (i) through (xiii) above.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 ‎4.08 hereto are copies of (a) the audited unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2019 and December 31, 2020 (the latter, the “Most Recent Balance Sheet”), and the related audited unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, together with the auditor’s reports thereon (together with, once available and delivered by the Company, the Additional Financial Statements (but only as of the time so available and delivered), the “Financial Statements”). (b) The Each of the Financial Statements (including the notes thereto) (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date dates and for the period periods indicated in such Financial Statements, and the results of their operations and cash flows for the year periods then ended in conformity with GAAP. (c) The Company and its Subsidiaries have established and maintain processes systems of internal accounting controls. To the Knowledge of the Company, such processes systems 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 the Company’s and its Subsidiaries’ assets. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, Agreement no Material Adverse Effect has occurred that is continuing. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Section 2.4(a) of the Seller Disclosure Schedule 4.08 hereto are includes true and complete copies of (ai) the audited consolidated unaudited balance sheets sheet of the Company and its Subsidiaries as of December 31, 2020 Seller (the “Most Recent Seller Balance Sheet”) as at July 3, 2015 and June 27, 2014, and the related statements of operations and statements of cash flows for the fiscal years then ended (the date of the July 3, 2015, balance sheet as the “Seller Balance Sheet Date”), (ii) the unaudited balance sheet of Seller as at October 30, 2015 (such balance sheet of Seller being hereinafter referred to as the “Seller Interim Balance Sheet”), and the related audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows operations for the years period then ended, together with the auditor’s reports thereon . The financial statements of Seller in clauses (i) and (ii) are sometimes herein called the “Seller Financial Statements”.” The Seller Financial Statements have been prepared from, and are in accordance with, the books and records of Seller and present fairly in all material respects the financial condition and results of operations of Seller as of the dates thereof and for the period then ended in accordance with GAAP, consistently applied throughout the periods covered thereby (except as noted in Section 2.4(a) of the Seller Disclosure Schedule), except that, they do not include footnotes, and the Seller Financial Statements referred to in clause (ii) above do not reflect certain accruals and adjustments normally performed at the end of the Seller’s quarterly fiscal periods and certain unbilled amounts owed to Seller Parent and other Seller Parent Affiliates. For the avoidance of doubt, no representation or warranty is made in this Section 2.4 or in any other provision of Section 2 with respect to the Audited Financials in any respect. (b) The Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAP. (c) The Company and its Subsidiaries have established and maintain processes of internal accounting controls. To the Knowledge of the Company, such processes 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 the Company’s and its Subsidiaries’ assets. (d) Since the date of the Most Recent Seller Interim Balance Sheet, through and including (i) to Seller’s knowledge, there has occurred no event or development which, individually or in the date of this Agreementaggregate, no has had or could reasonably be expected to have, a Seller Material Adverse Effect on the Purchased Assets or the Business, and (ii) Seller has occurred that is continuing.not taken any of the following actions with respect to the Business or any of the Purchased Assets (unless otherwise consented to by Buyer, such consent not to be unreasonably withheld, conditioned or delayed): (ei) Since the date acquired, sold, leased, licensed or otherwise disposed of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the any assets or property which would have otherwise constituted Purchased Assets other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects than in the ordinary course of business.business consistent with past practice; (fii) Merger Sub was formed solely created or permitted to suffer to exist any Liens (other than Permitted Liens) on, any Purchased Assets; (iii) changed the compensation payable to any officer, director, employee, agent or consultant; entered into, adopted or amended any employment, severance or other agreement with any officer, director, employee, agent or consultant of Seller, other than in the ordinary course and consistent with past practice and, with respect to offer letters, on forms that conform to the Seller’s standard form of offer letter; (iv) adopted, materially amended or materially increased the benefits under, any Employee Plan, except, in each case, as required by law or in accordance with existing agreements; (v) amended, terminated, canceled or taken any action that would constitute a material violation of or material default under, or waiver of material any rights under, any Acquired Agreement; (vi) entered into any contracts or commitments involving potential payments by Seller in any single instance of $50,000 or more, or in the aggregate of $200,000 or more, except for contracts or commitments for the purpose purchase of engaging services, supplies or materials in the Transactions, has not conducted any ordinary course of business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.consistent with past practices; (gvii) Merger Sub II was formed solely for changed any of Seller’s billing or collection policies used by Seller in connection with the purpose Business; (viii) incurred any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the Purchased Assets, taken as a whole, or the Business of engaging Seller; (ix) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization; or (x) entered into agreement or understanding, whether in writing or otherwise, to take any of the actions specified in the Transactionsparagraphs above, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, except as applicable, and the other transactions specifically contemplated by this Agreement and such Transaction Agreements, as applicablehereby.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies Section 4.08(a) of the Company Disclosure Schedules set forth (ai) the audited unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 (the “Most Recent Balance Sheet”)2021 and December 31, 2020, and the related audited unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the two (2) years then ended, together with the draft of auditor’s reports thereon (the “Company Financial Statements”); and (ii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2022 (the “Most Recent Balance Sheet”) and consolidated statement of comprehensive income, statement of shareholders’ equity and consolidated statements of cash flows of the Company and its Subsidiaries as of and for the six-month period ended June 30, 2022 (the “Interim Financial Statements” and, together with the Company Financial Statements and the financial statements delivered pursuant to Section 6.06, when delivered, the “Financial Statements”). (b) The Financial Statements present fairlyStatements, in each case, fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the date and for the period indicated in such Financial Statementsrespective dates thereof, and the consolidated results of their operations operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the year respective periods then ended in conformity with GAAPended, as applicable. (c) The Company and its Subsidiaries have established and maintain processes maintained systems of internal accounting controlscontrols over financial reporting. To the Knowledge of the Company, such processes Such systems 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 the Company’s and its Subsidiaries’ assets. None of the Company or its Subsidiaries nor, to the Knowledge of the Company, an independent auditor of the Company or its Subsidiaries, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (B) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (C) to the Knowledge of the Company, any claim or allegation regarding any of the foregoing. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) thereby, or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light set forth on Section 4.08 of COVID-19the Company Disclosure Schedules, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies of (a) The Seller has furnished the Purchaser with the audited consolidated balance sheets of the Company and its Subsidiaries as of financial statements dated December 31, 2020 2001, unaudited, reviewed, financial statements dated March 31, 2002, and unaudited, reviewed trial balance sheet of the Seller dated as of June 10, 2002 (the “Most Recent Trial Balance Sheet”)) attached hereto as Exhibit 6.14 (collectively, and the related audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, together with the auditor’s reports thereon (the “Financial Statements”). (b) . The Financial Statements present fairly, are true and correct in all material respects, are prepared in accordance with the books and records of the Seller, fairly and accurately present the financial position of the Company and its Subsidiaries Seller as of the such date and for the period indicated in such Financial Statements, and the results of their its operations and cash flows for the year periods then ended ended, and have been (other than the Trial Balance Sheet) prepared by E&Y Israel in conformity accordance with United States generally accepted accounting principles (“GAAP. (c”) consistently applied. The Company and its Subsidiaries Seller does not have established and maintain processes of internal accounting controls. To the Knowledge of the Companyany liabilities, such processes are designed to providedebts or obligations, in all material respectswhether accrued, reasonable assurance that absolute or contingent other than (i) all transactions are executed liabilities reflected or reserved against in accordance with management’s authorization and the Financial Statements or (ii) all transactions are recorded as necessary to permit preparation liabilities (no greater than $5,000 per liability and no greater than $25,000 in aggregate) incurred since March 31, 2002 (the “Balance Sheet Date”), in the ordinary and usual course of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuing. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or business. Except as set forth in the Financial Statements, neither the Seller nor any of its subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by United States generally accepted accounting principles to be reflected on Schedule 4.08(ea consolidated balance sheet of the Seller (including the notes thereto). Since the Balance Sheet Date, the Seller has been operated in the ordinary and usual course of business, and there has not been: (i) any material change in the assets, liabilities, condition (financial or otherwise) or as required business of the Seller from that reflected in the Financial Statements; (ii) any material damage, destruction or loss, whether or not covered by applicable Law insurance, materially affecting the assets, business, properties, condition (including COVID-19 Measuresfinancial or otherwise) or operating results of the Seller as reasonably necessary in light such business is presently conducted; (iii) any material waiver by the Seller of COVID-19a valuable right or of a material debt owed to it; (iv) any material satisfaction or discharge of any Lien, claim or encumbrance or payment of any obligation by the Company and its Subsidiaries have carried on their respective businesses in all material respects Seller, except in the ordinary course of business.; (fv) Merger Sub was formed solely for any material change or amendment to a material contract or arrangement by which the purpose Seller or any of engaging its assets is bound or subject; (vi) any material change in any compensation arrangement or agreement with any employee of the Seller; (vii) any loans made by the Seller to its employees, officers or directors; (viii) any sale, transfer or lease of, or mortgage or pledge or imposition of lien on, any of the Seller’s material assets; (ix) any change in the Transactions, has not conducted accounting methods or accounting principles or practices employed by the Seller; (x) any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement material transactions between the Seller and any other Transaction Agreement person or party related to the Seller which it is a partyadversely affects the assets, as applicablebusiness, and properties, condition (financial or otherwise) or operating results of the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.Seller; (gxi) Merger Sub II was formed solely for the purpose of engaging in the Transactionsdeclaration, has not conducted any business and has no assets, liabilities setting aside or obligations payment of any nature dividend or other distribution in respect of the capital stock of the Seller or any of its subsidiaries (other than those incident wholly-owned subsidiaries) or any repurchase, redemption or other acquisition by the Seller or any of its subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Seller or any of its subsidiaries; or (xii) labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Seller or any of its formation and pursuant subsidiaries, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicableemployees.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are The Company has made available to ListCo copies of (a) the audited unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31June 30, 2020 2021 (the “Most Recent Balance Sheet”), and the related audited unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years one year then ended, together with the auditor’s reports thereon ended (the “Financial Statements”). (b) The To the Company’s Knowledge, the Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAP. (c) The Company and its Subsidiaries have established and maintain processes maintained systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems are designed to provide, in all material respects, reasonable assurance that (i) all material transactions are executed in accordance with management’s authorization and (ii) all material transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets. To the Knowledge of the Company, none of the Company or its Subsidiaries nor an independent auditor of the Company or its Subsidiaries has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves the Company or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or (iii) any claim or allegation regarding any of the foregoing. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuingoccurred. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 ‎4.08 hereto are copies of (a) the audited unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 2022 (the latter, the “Most Recent Balance Sheet”), and the related audited unaudited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for as of September 30, 2023 (together with, once available and delivered by the years then endedCompany, together with the auditor’s reports thereon Additional Financial Statements (but only as of the time so available and delivered), the “Financial Statements”). (b) The Other than as set forth on Schedule 4.08, each of the Financial Statements (including the notes thereto) (i) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date dates and for the period periods indicated in such Financial Statements, and the results of their operations and cash flows for the year periods then ended in conformity with GAAPIFRS. (c) The Company and its Subsidiaries have established and maintain processes systems of internal accounting controls. To the Knowledge of the Company, such processes Such systems 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 IFRS and to maintain accountability for the Company’s and its Subsidiaries’ assets. (d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, Agreement no Material Adverse Effect has occurred that is continuing. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19Law, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business. (f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable. (g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.

Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies 3.9(a) contains a true and correct schedule of (a) revenue and direct costs related to the audited consolidated balance sheets engagements of the Company DAS Principals and its Subsidiaries the DAS Professionals, taken as of December 31a whole, 2020 for the 12 month period ended September 30, 2003 (the “Most Recent Balance Sheet”)"September 30, and the related audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, together with the auditor’s reports thereon (the “2003 Financial Statements”"). The Business Records are complete and accurate in all material respects. (b) The Except as set forth on Schedule 3.9(a) or such other exceptions as would not individually or in the aggregate have a Material Adverse Effect with respect to the Purchased Assets or the Assumed Liabilities, the September 30, 2003 Financial Statements present fairly, in all material respects, fairly the financial position of the Company and its Subsidiaries as of the date and line items set forth on such schedule for the 12-month period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAPended. (c) The Company Since September 30, 2003, Seller has operated the Purchased Assets and its Subsidiaries managed the Assumed Liabilities in the ordinary course consistent with past practice, and except as set forth in Schedule 3.9(c) or as would not individually or in the aggregate have established and maintain processes of internal accounting controls. To a Material Adverse Effect with respect to the Knowledge of Purchased Assets or the Company, such processes are designed to provide, in all material respects, reasonable assurance that Assumed Liabilities: (i) all transactions are executed in accordance with management’s authorization and there has been no material destruction, damage or other loss to any material Purchased Assets; (ii) all transactions are recorded as necessary to permit preparation there has been no sale, lease, or other disposition of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets.any material Purchased Assets; (diii) Since there has been no purchase, lease or other acquisition of any material properties or assets related to Seller's DAS business or other capital expenditures related to Seller's DAS business or with respect to the date of Purchased Assets or the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuing. (e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the Assumed Liabilities other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects than in the ordinary course of business.; (fiv) Merger Sub was formed solely for the purpose of engaging Seller has not entered into any Material Contract other than in the Transactionsordinary course of business; (v) no party (including Seller) has accelerated, terminated, made material modifications to, or cancelled any Material Contract; (vi) Seller has not conducted imposed any business and Encumbrance (other than Permitted Encumbrances) upon any Purchased Asset; (vii) Seller has no assetsnot made any loan, liabilities to, or obligations entered into any other transaction with, any of the Business Employees other than in the ordinary course of business; (viii) Except as set forth on Schedule 3.9(c)(viii), Seller has not granted any increase in the base compensation of any nature of the Business Employees other than those incident to its formation and pursuant to this Agreement and in the ordinary course of business; (ix) Except as set forth on Schedule 3.9(c)(ix), Seller has not made any other Transaction Agreement material change to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.employment terms for any of the Business Employees; and (gx) Merger Sub II was formed solely for Seller has not legally committed to any of the purpose of engaging foregoing in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicablefuture.