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

Financial Statements; Absence of Changes. (a) Part 2.4(a) of the Disclosure Letter contains an accurate copy of the audited balance sheet of the Company as of June 29, 2013 (the “Company Balance Sheet”), and the related audited statement of income for the fiscal year then ended (collectively, the “Company Financial Statements”). The Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the date thereof and for the period covered thereby, all in accordance with Swiss Accounting and Reporting Recommendations (Swiss GAAP FER). The Company Financial Statements are correct and complete in all material respects. The Company Financial Statements have been prepared from and are consistent with the accounting books and Records of the Company. (b) The Seller has delivered to the Purchaser the unaudited pro forma balance sheet of the Business as of June 29, 2013 (the “Balance Sheet Date”), and the unaudited related pro forma statement of income for the Business for the twelve months then ended (collectively, the “Business Financial Statements”). The Business Financial Statements are correct and complete in all material respects and present fairly in all material respects the financial condition and results of operations of the Business as of the date thereof and for the period covered thereby, all in accordance with GAAP except that (i) the accounting for the Company’s pension is in accordance with Swiss GAAP FER, (ii) the Business Financial Statements incorporate pro forma estimates, assumptions and adjustments, including the exclusion of stock compensation charges, insurance payments from the Thailand floods, restructuring costs associated with production transfers and related activities, foreign currency gain/loss on intercompany balances, income or expense from non-cash “in period” changes in inventory absorption and valuation and tax provision and (iii) no statements of cash flows, shareholders equity, or comprehensive income have been included and no footnotes have been included. The Business Financial Statements have been prepared from and are consistent with the accounting books and Records of the Seller and its Affiliates. (c) Between the Balance Sheet Date and the date of this Agreement, there has not occurred any Material Adverse Effect and neither the Company nor the Business has incurred any material Liabilities other than in the ordinary course of business. (d) All accounts and notes receivable generated from the Company represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business. (e) The books and Records of the Company and the Seller and each Affiliate of Seller that owns Transferred Assets are complete are correct in all material respects, reflect all transactions affecting the Business, the Company and the Transferred Assets, and have consistently been maintained in accordance with sound business practices. (f) Except as set forth on Part 2.4(f) of the Disclosure Letter, the Company has not issued any surety, guarantee or comfort letter in favor of third parties and is neither unconditionally nor conditionally liable for any obligations of third parties. (g) Except as set forth on Part 2.4(g) of the Disclosure Letter, since July 1, 2012, no dividends have been authorized and paid or will be paid by the Company.

Financial Statements; Absence of Changes. (a) Part 2.4(aSet forth on Section 4.08(a) of the Company Disclosure Letter contains an accurate are a copy of (i) (A) the audited unaudited consolidated balance sheet of the Company Group Companies as of June 29March 31, 2013 2023 (the “Company Most Recent Balance Sheet”), (B) the unaudited consolidated statements of comprehensive income and of changes in shareholders’ equity of the Group Companies for the three-month period ended March 31, 2023, (C) the unaudited consolidated balance sheet of the Group Companies as of December 31, 2022, and (D) the unaudited consolidated statements of comprehensive income and of changes in shareholders’ equity of the Group Companies for the twelve-month period ended December 31, 2022 (the “Unaudited Financial Statements”); and (ii) a copy of the audited consolidated balance sheet of the Group Companies as of December 31, 2021, and the related audited statement consolidated statements of income comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the fiscal year then twelve-month period ended December 31, 2021 (collectivelythe “Audited Financial Statements”, and together with the Unaudited Financial Statements, the Mediagene Financial Statements and any Additional Financial Statements when delivered pursuant to Section 6.08, the “Company Financial Statements”). The Company Audited Financial Statements present fairly in all material respects and the financial condition, results of operations and cash flows of the Company as of the date thereof and for the period covered thereby, all in accordance with Swiss Accounting and Reporting Recommendations (Swiss GAAP FER). The Company Financial Statements are correct and complete in all material respects. The Company Unaudited Financial Statements have been prepared from and are consistent in accordance with IFRS (except in the accounting books and Records case of the CompanyUnaudited Financial Statements for the absence of footnotes and other presentation items and for normal year-end adjustments). (b) The Seller has delivered to Set forth on Section 4.08(b) of the Purchaser Company Disclosure Letter are (i) a copy of the unaudited pro forma consolidated balance sheet of the Business Mediagene and its Subsidiaries as of June 29February 28, 2013 2023 and the related unaudited consolidated income statement and statement of changes in equity of Mediagene and its Subsidiaries for the twelve-month period ended February 28, 2023, (ii) a copy of the unaudited consolidated balance sheet of Mediagene and its Subsidiaries as of February 28, 2022 and the related unaudited consolidated income statement and statement of changes in equity of Mediagene and its Subsidiaries for the twelve-month period ended February 28, 2022, and (iii) a copy of the unaudited consolidated balance sheet of Mediagene and its Subsidiaries as of March 31, 2023 and the related unaudited consolidated income statement and statement of changes in equity of Mediagene and its Subsidiaries for the three-month period ended March 31, 2023 (the “Balance Sheet Date”), and the unaudited related pro forma statement of income for the Business for the twelve months then ended (collectively, the “Business Mediagene Financial Statements”). The Business Financial Statements are correct and complete in all material respects and present fairly in all material respects the financial condition and results of operations of the Business as of the date thereof and for the period covered thereby, all in accordance with GAAP except that (i) the accounting for the Company’s pension is in accordance with Swiss GAAP FER, (ii) the Business Financial Statements incorporate pro forma estimates, assumptions and adjustments, including the exclusion of stock compensation charges, insurance payments from the Thailand floods, restructuring costs associated with production transfers and related activities, foreign currency gain/loss on intercompany balances, income or expense from non-cash “in period” changes in inventory absorption and valuation and tax provision and (iii) no statements of cash flows, shareholders equity, or comprehensive income have been included and no footnotes have been included. The Business Mediagene Financial Statements have been prepared from in accordance with J-GAAP except for the absence of footnotes and are consistent with the accounting books other presentation items and Records of the Seller and its Affiliatesfor normal year-end adjustments. (c) Between The Financial Statements present fairly, in all material respects, the consolidated financial position, financial performance and cash flows of the Group Companies as of the dates and for the periods indicated in such Financial Statements. (d) The Group Companies have established and maintain systems of internal accounting controls. 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 IFRS and to maintain accountability for the Group Companies’ assets. None of the Group Companies nor, to the Knowledge of the Company, an independent auditor of the Group Companies has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Group Companies, (ii) any fraud, whether or not material, that involves any Group Company or its management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Group Companies, or (iii) to the Knowledge of the Company, any claim or allegation regarding any of the foregoing. (e) Since March 31, 2023 (the “Most Recent Balance Sheet Date Date”) through and including the date of this Agreement, there has not occurred any no Material Adverse Effect has occurred. (f) Since the Most Recent Balance Sheet Date through and neither 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, as set forth in Section 4.08(f) of the Company nor Disclosure Letter or as required by applicable Law (including COVID-19 Measures), the Business has incurred any Group Companies have carried on their respective businesses in all material Liabilities other than respects in the ordinary course of business. (dg) All accounts Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and notes receivable generated from the Company represent valid has no assets, liabilities or obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business. (e) The books any nature other than those incident to its incorporation and Records of the Company pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the Seller other transactions contemplated by this Agreement and each Affiliate of Seller that owns Transferred Assets are complete are correct in all material respectssuch Transaction Agreements, reflect all transactions affecting the Business, the Company and the Transferred Assets, and have consistently been maintained in accordance with sound business practicesas applicable. (f) Except as set forth on Part 2.4(f) of the Disclosure Letter, the Company has not issued any surety, guarantee or comfort letter in favor of third parties and is neither unconditionally nor conditionally liable for any obligations of third parties. (g) Except as set forth on Part 2.4(g) of the Disclosure Letter, since July 1, 2012, no dividends have been authorized and paid or will be paid by the Company.

Financial Statements; Absence of Changes. (a) Part 2.4(aStockholder has previously delivered to Buyer the audited balance sheet of KSL Recreation Group, Inc. ("KSL REC GROUP") and its subsidiaries as of October 31, 1998 and October 31, 1997 and the Disclosure Letter contains an accurate copy related statements of income, shareholders' equity, retained earnings and changes in financial condition of KSL Rec Group for the fiscal years then ended, which include supplemental schedules showing the Stockholder as a separate column, and the audited balance sheet of the Company and the Subsidiaries as of June 29October 31, 2013 (the “Company Balance Sheet”)1995 and October 31, 1996 and the related audited statement statements of income income, shareholders' equity, retained earnings and changes in financial condition of the Company for the fiscal year years then ended (collectively, the “"AUDITED FINANCIAL STATEMENTS"). Stockholder has also previously delivered to Buyer the unaudited balance sheet of the Company Financial Statements”and the Subsidiaries as of May 31, 1999 (the "CURRENT BALANCE SHEET") and the related statements of income, shareholders' equity, retained earnings and changes in financial condition of the Company and the Subsidiaries for the seven month period then ended, together with the notes thereto (collectively, the "CURRENT FINANCIAL STATEMENTS"). The Company Audited Financial Statements present fairly in all material respects and the financial condition, results of operations and cash flows of Current Financial Statements to be delivered pursuant to this Agreement are hereinafter referred to as the Company as of the date thereof and for the period covered thereby, all in accordance with Swiss Accounting and Reporting Recommendations (Swiss GAAP FER)"FINANCIAL STATEMENTS". The Company Financial Statements are correct and complete in all material respects. The Company Financial Statements have been prepared from and are consistent in accordance with GAAP applied consistently with past practices and, in the accounting books and Records case of the Audited Financial Statements, have been certified by Deloitte & Touche LLP, the Company's independent public accountants, and, in the case of the Current Financial Statements, have been certified by the Company's chief financial officer. (b) The Seller has delivered to Financial Statements fairly present, as of their respective dates, the Purchaser the unaudited pro forma balance sheet financial condition, retained earnings, assets and liabilities of the Business as of June 29, 2013 (the “Balance Sheet Date”), Company and the unaudited related pro forma statement of income for Subsidiaries and the Business for the twelve months then ended (collectively, the “Business Financial Statements”). The Business Financial Statements are correct and complete in all material respects and present fairly in all material respects the financial condition and results of operations of the Business as of Company's and the date thereof and Subsidiaries' business for the period covered thereby, all in accordance with GAAP except that (i) the accounting for the Company’s pension is in accordance with Swiss GAAP FER, (ii) the Business periods indicated. The Financial Statements incorporate pro forma estimatescontain and reflect adequate reserves, assumptions and adjustments, including the exclusion of stock compensation charges, insurance payments from the Thailand floods, restructuring costs associated with production transfers and related activities, foreign currency gain/loss on intercompany balances, income or expense from non-cash “in period” changes in inventory absorption and valuation and tax provision and (iii) no statements of cash flows, shareholders equity, or comprehensive income have been included and no footnotes have been included. The Business Financial Statements have been prepared from and which are consistent with the accounting books previous reserves taken, for all reasonably anticipated material losses and Records of the Seller costs and its Affiliatesexpenses. (c) Between the Balance Sheet Date and Except as set forth on SCHEDULE 3.05, since the date of this Agreementthe Current Balance Sheet, there has not occurred any Material Adverse Effect and neither the Company nor the Business has incurred any material Liabilities other than and its Subsidiaries have operated in the ordinary course of business. (d) All accounts , consistent with past practice, and notes receivable generated from neither the Company represent valid obligations of customers nor any of the Company arising from bona fide transactions entered into in the ordinary course of business. (e) The books and Records Subsidiaries have taken any of the Company and actions which, were they to occur after the Seller and each Affiliate date hereof, would require the consent of Seller that owns Transferred Assets are complete are correct in all material respects, reflect all transactions affecting the Business, the Company and the Transferred Assets, and have consistently been maintained in accordance with sound business practicesBuyer pursuant to SECTION 6. (f) Except as set forth on Part 2.4(f) of the Disclosure Letter, the Company has not issued any surety, guarantee or comfort letter in favor of third parties and is neither unconditionally nor conditionally liable for any obligations of third parties. (g) Except as set forth on Part 2.4(g) of the Disclosure Letter, since July 1, 2012, no dividends have been authorized and paid or will be paid by the Company.