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

Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to the Parent copies of the annual statement of the Insurance Subsidiary as of and for the annual periods ended December 31, 2017, 2018 and 2019 and the quarterly statements for each such annual period and the quarterly statements for the first three (3) calendar quarters of 2020, in each case as filed with the Texas Department of Insurance and together with the exhibits, schedules and notes thereto (collectively, the “Statutory Statements”). The Statutory Statements have been derived from the Books and Records, prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position and results of operations and, if applicable, cash flows of the Insurance Subsidiary, as of their respective dates and for the respective periods covered thereby in accordance with SAP; provided, however, that the Statutory Statements for the first three (3) calendar quarters of 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with SAP and all Laws applicable to admitted assets. (b) The Company has made available to the Parent copies of the following financial statements of the Company, in each case together with the exhibits, schedules and notes thereto (collectively, the “Group Companies Financial Statements” and, together with the Statutory Statements, the “Financial Statements”): (i) the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) the unaudited consolidated financial statements (consisting of a balance sheet, statement of income (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the three-month period ended September 30, 2020. The Group Companies Financial Statements (A) have been derived from the Books and Records, (B) have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (except as described in the notes thereto), and (C) present fairly, in all material respects, the financial position and results of operations, and, if applicable, cash flows of the Group Companies as of their respective dates and for the respective periods covered thereby in accordance with GAAP; provided, however, that the unaudited Group Companies Financial Statements as of and for the three-month period ended September 30, 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entity. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entity. (c) Section 3.05(c) of the Disclosure Schedule sets forth a true and correct list of all accounting practices used by the Insurance Subsidiary in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual or other guidance of any other Governmental Entity, as applicable (each such departure, a “Permitted or Prescribed Accounting Practice”). All such Permitted or Prescribed Accounting Practices have been approved by the applicable Governmental Entity at or prior to the time used by the Group Companies in connection with the applicable Statutory Statement. Since January 1, 2017, neither the Insurance Subsidiary nor any Person acting on behalf of the Insurance Subsidiary has sought approval for a permitted accounting practice that was either (i) not granted by the applicable Governmental Entity or (ii) granted by the applicable Governmental Entity but not used by the Insurance Subsidiary in connection with the applicable Statutory Statement. (d) Except (i) to the extent reserved for in the Financial Statements as of December 31, 2019 or disclosed in the notes thereto and (ii) for Liabilities and obligations incurred in the ordinary course of business since December 31, 2019, there are no material Liabilities or obligations of the Company of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required to be disclosed, reflected or reserved for on a balance sheet or disclosed in the notes thereto prepared in accordance with SAP or GAAP, as applicable.

Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to Section 4.06 of the Parent Disclosure Schedules sets forth true, correct and complete copies of the annual statement audited consolidated balance sheet of the Insurance Subsidiary each of Eureka and Hornet as of each of December 31, 2017 and December 31, 2016, audited consolidated balance sheet of Hornet as of December 31, 2018, unaudited consolidated balance sheet of Eureka as of December 31, 2018 (the “Latest Balance Sheet Date”), audited consolidated statements of income and cash flows of each of Eureka and Hornet for the annual 12-month periods ended December 31, 2017, 2018 audited consolidated statements of income and 2019 and the quarterly statements for each such annual period and the quarterly statements for the first three (3) calendar quarters of 2020, in each case as filed with the Texas Department of Insurance and together with the exhibits, schedules and notes thereto (collectively, the “Statutory Statements”). The Statutory Statements have been derived from the Books and Records, prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position and results of operations and, if applicable, cash flows of the Insurance Subsidiary, as of their respective dates and Hornet for the respective periods covered thereby in accordance with SAP; provided12-month period ended December 31, however2018, that the Statutory Statements and unaudited consolidated statements of income and cash flows of Eureka for the first three (3) calendar quarters of 2020 are subject to year12-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that aremonth period ended December 31, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with SAP and all Laws applicable to admitted assets. (b) The Company has made available to the Parent copies of the following financial statements of the Company, in each case together with the exhibits, schedules and notes thereto 2018 (collectively, the “Group Companies Financial Statements” and, together with the Statutory Statements, the “Financial Statements”): (i) the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) . Except as set forth on Section 4.06 of the Group CompaniesDisclosure Schedules, including the related footnotes, as of and for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) the unaudited consolidated financial statements (consisting of a balance sheet, statement of income (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the three-month period ended September 30, 2020. The Group Companies Financial Statements (A) have been derived from the Books and Records, (B) have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects in accordance with GAAP applied consistently throughout the periods involved (except as described in the notes thereto), consolidated financial condition and (C) present fairly, in all material respects, the financial position and consolidated results of operations, and, if applicable, operations and cash flows of the Group Companies each of Eureka and Hornet as of their respective dates the times and for the respective periods covered thereby referred to therein, subject in accordance with GAAP; provided, however, that the case of the unaudited Group Companies Financial Statements as financial statements to (i) the absence of and for the three-month period ended September 30, 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation itemsitems and (ii) changes resulting from normal year-end adjustments. No material deficiency The audited Financial Statements include applicable explanatory notes and schedules. Eureka has been asserted by any Governmental Entity informed its auditor that, in accordance with respect to any Accounting Standards Codification 360-10, Eureka has determined that no indicators exist that would require an impairment calculation in connection with the preparation of the Eureka Audited 2018 Financial Statements that Statements. (b) Seller has not been resolved delivered to Purchaser true, correct and complete copies of all material written correspondence from each of the Acquired Parents’ auditors during the 12 months prior to the reasonable satisfaction date of the applicable Governmental Entity. No material deficiency has been asserted by any Governmental Entity this Agreement, together with respect to any true, correct and complete copies of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entityall responses thereto. (c) Section 3.05(cSince the Latest Balance Sheet Date, the Acquired Entities have not incurred a liability, whether accrued, contingent, absolute or otherwise, other than liabilities (i) that are reflected or reserved against in the Financial Statements, (ii) that are liabilities incurred since the Latest Balance Sheet Date in the Ordinary Course of Business, (iii) that, in the Disclosure Schedule sets forth a true and correct list aggregate, are not materially adverse to the Acquired Entities, (iv) arising after the date of all accounting practices used by the Insurance Subsidiary this Agreement in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual or other guidance of any other Governmental Entity, as applicable (each such departure, a “Permitted or Prescribed Accounting Practice”). All such Permitted or Prescribed Accounting Practices have been approved transactions contemplated by the applicable Governmental Entity at or prior to the time used by the Group Companies in connection with the applicable Statutory Statement. Since January 1, 2017, neither the Insurance Subsidiary nor any Person acting on behalf of the Insurance Subsidiary has sought approval for a permitted accounting practice that was either (i) not granted by the applicable Governmental Entity this Agreement or (iiv) granted by the applicable Governmental Entity but not used by the Insurance Subsidiary in connection with the applicable Statutory Statement. (d) Except (i) to the extent reserved for set forth in the Financial Statements as of December 31, 2019 or disclosed in the notes thereto and (ii) for Liabilities and obligations incurred in the ordinary course of business since December 31, 2019, there are no material Liabilities or obligations of the Company of any nature (whether accrued, absolute, contingent or otherwise) of a type that would be required to be disclosed, reflected or reserved for on a balance sheet or disclosed in the notes thereto prepared in accordance with SAP or GAAP, as applicableDisclosure Schedules.

Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to Section 5.05(a) of the Parent Disclosure Letter sets forth true, complete and correct copies of the annual statement (i) audited consolidated financial statements of Holdings for the fiscal years ended June 30, 2018, June 30, 2019 and June 30, 2020 (the “Balance Sheet Date”), (ii) audited consolidated financial statements of Sunshine for the fiscal years ended June 30, 2018, June 30, 2019 and June 30, 2020 (iii) unaudited consolidated financial statements of Holdings for the five months ended on November 30, 2020 and (iv) unaudited consolidated financial statements of Sunshine for the five months ended on November 30, 2020 (The consolidated balance sheet of Holdings as of the Insurance Subsidiary Balance Sheet Date is referred to herein as the “Balance Sheet”; the consolidated financial statements of and for Holdings referred to in the annual periods ended December 31, 2017, 2018 and 2019 preceding sentence are referred to collectively as the “Holdings Financial Statements”; and the quarterly consolidated financial statements for each such annual period and of Sunshine referred to in the quarterly statements for the first three (3) calendar quarters of 2020, in each case preceding sentence are referred to collectively as filed with the Texas Department of Insurance and together with the exhibits, schedules and notes thereto (collectively, the “Statutory Sunshine Financial Statements”). .) The Statutory Holdings Financial Statements have been derived prepared in good faith from the Books books and Recordsrecords of Holdings and the Subsidiaries in accordance with UK GAAP applied on a consistent basis throughout the periods indicated, prepared and fairly present in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory consolidated financial position condition and results of operations and, if applicable, cash flows of Holdings as of the Insurance Subsidiary, as of their respective dates thereof and for the respective periods covered thereby therein. The Sunshine Financial Statements have been prepared in good faith from the books and records of Sunshine and the Subsidiaries that are directly or indirectly owned by Sunshine in accordance with SAP; providedAIFRS applied on a consistent basis throughout the periods indicated, however, that the Statutory Statements for the first three (3) calendar quarters of 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, fairly present in all material respects with SAP the consolidated financial condition and all Laws applicable to admitted assetsresults of operations of Sunshine as of the respective dates thereof and for the respective periods covered therein. (b) The Company has made available fair market value of all outstanding shareholders loans to the Parent copies of the following financial statements of the Company, in each case together with the exhibits, schedules and notes thereto (collectively, the “Group Companies Financial Statements” and, together with the Statutory Statements, the “Financial Statements”): (i) the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flowsSunshine identified on Section 5.05(b) of the Group Companies, including Disclosure Letter (the related footnotes, “Shareholder Loans”) is equal to their book value as of and reflected in the Shareholder Loan receivables accounted for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) on the unaudited consolidated financial statements of Sunshine for the five months ended on November 30, 2020 (consisting of a balance sheet, statement of income (lossthe “2020 Sunshine Financial Statements”), statement of comprehensive income (loss), statement of shareholder’s equity . The cash balances accounted for on the 2020 Sunshine Financial Statements. are solely related to the amount needed for working capital and statement of cash flows) operating liquidity. The derivative financial asset accounted for on the 2020 Sunshine Financial Statements is accounting solely for hedging trading amounts of the Group Companies, including . The other current assets and prepayments accounted for on the related footnotes, as 2020 Sunshine Financial Statements relate solely to trading amounts of and the Companies. The management accounts for the threeperiod to November 30, 2020 and the unaudited financial statements for the year ended June 30, 2020 prepared for Strawberry are not materially different from the financial results and activities performed during the 12-month period ended September 30, 2020. The Group Companies Financial Statements (A) have been derived from ending on and immediately after the Books and Records, (B) have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (except as described in the notes thereto), and (C) present fairly, in all material respects, the financial position and results of operations, and, if applicable, cash flows of the Group Companies as of their respective dates and for the respective periods covered thereby in accordance with GAAP; provided, however, that the unaudited Group Companies Financial Statements as of and for the three-month period ended September 30, 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entity. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental EntityClosing Date. (c) Section 3.05(cThe Companies do not have any material Liabilities (individually or in the aggregate), whether or not required to be included in a balance sheet prepared in accordance with AIFRS, with respect to Sunshine and the Subsidiaries, and UK GAAP, with respect to Holdings and the Subsidiaries other than Liabilities that (i) are specifically accrued and adequately reserved against in the Balance Sheet, (ii) were incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice (none of which is a Liability for breach of Contract, breach of warranty, tort, infringement, violation of law or that relates to any legal proceeding), (iii) are executory in nature under Contracts entered into in the Disclosure Schedule sets forth ordinary course of business consistent with past practice (none of which is a true and correct list Liability for breach of all accounting practices used by the Insurance Subsidiary Contract) or (iv) were incurred in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual or other guidance of any other Governmental Entity, as applicable (each such departure, a “Permitted or Prescribed Accounting Practice”). All such Permitted or Prescribed Accounting Practices have been approved transactions contemplated by the applicable Governmental Entity at Transaction Documents, and in each case, are not individually or prior in the aggregate, material to the time used by the Group Companies in connection with the applicable Statutory Statement. Since January 1, 2017, neither the Insurance Subsidiary nor any Person acting on behalf of the Insurance Subsidiary has sought approval for as a permitted accounting practice that was either (i) not granted by the applicable Governmental Entity or (ii) granted by the applicable Governmental Entity but not used by the Insurance Subsidiary in connection with the applicable Statutory Statementwhole. (d) Except (ias set forth in Section 5.05(d) to the extent reserved for in the Financial Statements as of December 31, 2019 or disclosed in the notes thereto and (ii) for Liabilities and obligations incurred in the ordinary course of business since December 31, 2019, there are no material Liabilities or obligations of the Company Disclosure Letter, all notes and accounts receivable of the Companies are reflected properly on such Company’s books and records, are valid receivables, and are not subject to setoffs or counterclaims. None of the Companies has received any nature (whether accrued, absolute, contingent notice from any customer or otherwise) of a type obligor that would any receivables are in dispute or will not be required to be disclosed, reflected or reserved for on a balance sheet or disclosed in the notes thereto prepared paid in accordance with SAP or GAAPtheir terms. (e) Section 5.05(e) of the Disclosure Letter describes the Debt of Holdings to Sunshine and the Debt of Sunshine SPV to Sunshine and, as applicableexcept for such Debt, no Person owes any Debt to any Company.

Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to Section 3.6(a) of the Parent Seller Disclosure Schedules sets forth copies of (i)(A) the annual statement audited balance sheets of the Insurance Subsidiary Business as of December 31, 2019 (such date, the “2019 Balance Sheet Date”), December 31, 2018 and for the annual periods ended December 31, 2017, 2018 and 2019 (B) the audited statements of income and the quarterly statements for each such annual period and the quarterly statements for the first three (3) calendar quarters of 2020, in each case as filed with the Texas Department of Insurance and together with the exhibits, schedules and notes thereto (collectively, the “Statutory Statements”). The Statutory Statements have been derived from the Books and Records, prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position and results of operations and, if applicable, cash flows of the Insurance Subsidiary, as of their respective dates Business for the year ending on the 2019 Balance Sheet Date and for the respective periods covered thereby in accordance with SAP; providedyears ending on each of December 31, however2018 and December 31, that the Statutory Statements for the first three (3) calendar quarters of 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with SAP and all Laws applicable to admitted assets. (b) The Company has made available to the Parent copies of the following financial statements of the Company2017, in each case together with the exhibits, schedules notes to such financial statements (subclauses (A) and notes thereto (B) collectively, the “Group Companies Audited Financial Statements”), and (ii) (A) the unaudited pre-Tax balance sheet for the Seller’s Prescription Pharmaceuticals Segment as of December 31, 2020 (the “2020 Balance Sheet Date” andand such balance sheet, together the “Interim Business Balance Sheet”) and (B) the unaudited pre-Tax income statement information for the Seller’s Prescription Pharmaceuticals Segment for the twelve (12) months ended on the 2020 Balance Sheet Date (subclause (ii) the “Interim Financial Statements”, and collectively with the Statutory Audited Financial Statements, the “Business Financial Statements”): ). (ib) the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) the unaudited consolidated financial statements (consisting of a balance sheet, statement of income (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the three-month period ended September 30, 2020. The Group Companies Business Financial Statements (Aincluding any related notes) have been derived from the Books and Records, (B) have been prepared fairly present in all material respects in accordance with GAAP applied consistently throughout the periods involved (except as described in the notes thereto), and (C) present fairly, in all material respects, the financial position and condition, results of operations, operations and, if applicablewith respect to the Audited Financial Statements, cash flows flows, of the Group Companies Business as of their the respective dates thereof and for the respective periods covered thereby in such Business Financial Statements, in each case, in accordance with GAAP; provided, however, provided that (i) the unaudited Group Companies Interim Financial Statements as of and for the threeare prepared on a pre-month period ended September 30Tax basis, 2020 are subject to do not include footnote disclosure or year-end adjustments (which in the aggregate are not expected to be material), and reclassifications and may lack certain footnote disclosures and other presentation items. No material deficiency has been asserted by any Governmental Entity with respect to any reflect the non-GAAP adjustments described on Section 3.6(b)(i)(A) of the Seller Disclosure Schedules, and (ii) the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that the Business has not been resolved to operated as a separate stand-alone entity and therefore the reasonable satisfaction Business Financial Statements, which were prepared for purposes of this Agreement, do not include all of the applicable Governmental Entity. No material deficiency has been asserted by any Governmental Entity with respect costs necessary for the Business to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entityoperate as a separate stand-alone entity. (c) Section 3.05(c) The Business does not have any Liabilities that would be required by GAAP to be reflected on a balance sheet of the Disclosure Schedule sets forth a true and correct list Business, other than Liabilities that: (i) are reflected or reserved against in the Interim Business Balance Sheet; (ii) were incurred since the 2020 Balance Sheet Date in the ordinary course of all accounting practices used business; (iii) are Retained Liabilities; (iv) are Liabilities for Taxes; (v) are Transaction Expenses; (vi) are expressly permitted or contemplated by this Agreement or the Insurance Subsidiary other Transaction Documents or incurred in connection with the Statutory Statements Transaction and the other transactions contemplated by this Agreement and the other Transaction Documents; (vii) are obligations to perform in the future under Contracts that depart from are (A) disclosed in the National Association of Insurance Commissioners’ Accounting Practices Seller Disclosure Schedules or (B) not required to be disclosed in the Seller Disclosure Schedules because their size, term or subject matter is not covered by any representations or warranties in this Article III; or (viii) would not reasonably be expected, individually or in the aggregate to be material to the Business and Procedures Manual or other guidance of any other Governmental Entitythe Purchased Entities, taken as applicable a whole. (each such departured) Since January 1, a “Permitted or Prescribed Accounting Practice”). All such Permitted or Prescribed Accounting Practices 2019 through the date hereof, there have been approved by the applicable Governmental Entity no internal investigations regarding financial reporting or accounting policies or practices at or prior with respect to the time used by Seller Entities and the Group Companies Purchased Entities, in connection with each case relating to the applicable Statutory StatementBusiness, initiated at the direction of the chief executive officer or chief financial officer, or board of directors of the Seller or any one or more individual members of such board. Since January 1, 20172019 through the date hereof, neither there have not been any material weaknesses or significant deficiencies in, and no written notices (including reports from any auditor of Seller), or, to the Insurance Subsidiary nor Knowledge of Seller, oral notices, have been received by Seller or any Person acting on behalf Purchased Entity, regarding the internal controls over financial reporting of the Insurance Subsidiary has sought approval for a permitted accounting practice that was either (i) not granted by the applicable Governmental any Seller Entity or (ii) granted by Purchased Entity, in each case with respect to the applicable Governmental Entity but not used by the Insurance Subsidiary in connection with the applicable Statutory StatementBusiness. (de) Except Section 3.6(e) of the Seller Disclosure Schedule lists all Indebtedness for borrowed money, under letters of credit, or in respect of Capitalized Leases, in each case of the Business or any Purchased Entity outstanding as of the date hereof, and specifies the Contract under which such Indebtedness has been issued. (if) All material inventory of the Business (whether or not allocated to contracts in process), including raw materials, work in process and finished products, packaging, items purchased for distribution or resale and items which have been ordered or purchased by the Purchased Entities, was acquired or manufactured in the ordinary course of business, and, except for obsolete or excessive inventory (that, to the extent reserved for written off or written down, has been so written off or written down in accordance with GAAP), is generally of a quality and quantity usable and, with respect to finished goods, saleable consistent in all material respects with past practice in the Financial Statements as ordinary course of December 31, 2019 or disclosed business. (g) All material Accounts Receivable reflected in the notes thereto Business Financial Statements, and (ii) for Liabilities and all material Accounts Receivable of the Business arising since the 2020 Balance Sheet Date, to the extent still outstanding, represent valid obligations incurred arising from sales actually made or services actually performed in the ordinary course of business since December 31and are not subject to any material dispute, 2019claim, there are no material Liabilities set-off or obligations of the Company of any nature (whether accrued, absolute, contingent other defense or otherwise) of a type that would be required counterclaims other than returns or other gross to be disclosed, reflected or reserved for on a balance sheet or disclosed net adjustments in the notes thereto prepared in accordance with SAP or GAAP, as applicableordinary course of business.

Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to Section 4.11(a) of the Parent Tall Oak Disclosure Schedule sets forth true, correct and complete copies of the annual statement following: (i) the audited (in accordance with standards issued by the American Institute of Certified Public Accountants) consolidated balance sheet and related audited consolidated statements of income, operations, cash flows and members’ equity of (A) the Insurance Subsidiary as of and Target Companies for the annual periods year ended December 31, 20172021, 2018 and 2019 and (B) the quarterly statements for each such annual period and the quarterly statements Target Companies for the first three year ended December 31, 2022, and (3C) calendar quarters of 2020the Target Companies for the year ended December 31, in each case as filed with 2023, including the Texas Department of Insurance and together with the exhibits, schedules and related notes thereto (collectively, the “Statutory Audited Financial Statements”). The Statutory Statements have been derived from the Books and Records, prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position and results of operations and, if applicable, cash flows of the Insurance Subsidiary, as of their respective dates and for the respective periods covered thereby in accordance with SAP; provided, however, that the Statutory Statements for the first three (3) calendar quarters of 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with SAP and all Laws applicable to admitted assets. (b) The Company has made available to the Parent copies of the following financial statements of the Company, in each case together with the exhibits, schedules and notes thereto (collectively, the “Group Companies Financial Statements” and, together with the Statutory Statements, the “Financial Statements”): (i) the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) the unaudited consolidated financial balance sheet and related unaudited statements (consisting of a balance sheetincome, statement of income (loss)operations, statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) , and members’ equity of the Group Companies, including the related footnotes, as of and Target Companies for the threesix-month period ended September June 30, 20202024 (the “Interim Balance Sheet Date”, and such unaudited interim financial statements, collectively, the “Unaudited Interim Financial Statements”). The Group Companies Audited Financial Statements and the Unaudited Interim Financial Statements are hereinafter referred to, collectively, as the “Financial Statements.” (b) The Financial Statements (A) have been derived from the Books including any related notes and Records, (Bschedules) have been prepared in accordance with GAAP and the books and records of the Target Companies and fairly and accurately present in all material respects in accordance with GAAP applied consistently throughout the periods involved (except financial position of the applicable Target Companies as described of the date thereof, and each of the income statements, statements of cash flows and statements of members’ equity included in the Financial Statements (including any related notes thereto), and (Cschedules) present fairly, fairly and accurately presents in all material respects, respects the financial position and results of operations, and, if applicable, cash flows and changes in members’ equity, as the case may be, of the Group applicable Target Companies as of their respective dates and for the respective periods covered thereby set forth therein, in each case, in accordance with GAAP; provided, howeverconsistently applied, that subject, in the unaudited Group Companies case of the Unaudited Interim Financial Statements as of and for the three-month period ended September 30Statements, 2020 are subject to normal year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entity. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entity.adjustments (c) Section 3.05(cOther than with respect to the matters set forth in Schedule 4.11(c) of the Tall Oak Disclosure Schedule sets forth a true and correct list of all accounting practices used by the Insurance Subsidiary in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual or other guidance of any other Governmental EntitySchedule, as applicable (each such departure, a “Permitted or Prescribed Accounting Practice”). All such Permitted or Prescribed Accounting Practices have been approved by the applicable Governmental Entity at or prior to the time used by the Group Companies in connection with the applicable Statutory Statement. Since January 1, 2017, neither the Insurance Subsidiary nor any Person acting on behalf there are no Liabilities of the Insurance Subsidiary has sought approval for a permitted accounting practice Target Companies that was either are not accrued, expressly reflected or adequately reserved against in the Unaudited Interim Financial Statements, other than Liabilities (i) not granted by the applicable Governmental Entity or (ii) granted by the applicable Governmental Entity but not used by the Insurance Subsidiary in connection with the applicable Statutory Statement. (d) Except (i) to the extent reserved for in the Financial Statements as of December 31, 2019 or disclosed in the notes thereto and (ii) for Liabilities and obligations incurred in the ordinary course of business since December 31, 2019, there are no material Liabilities or obligations of the Company Target Companies since the Interim Balance Sheet Date (none of any nature which is a Liability resulting from breach of Contract, breach of warranty, tort, infringement or misappropriation), (whether accruedii) that, absoluteindividually or in the aggregate, contingent are not, and would not reasonably be expected to be, material to the Target Companies, taken as a whole or otherwise(iii) arising under the Credit Agreement Related Documents. (d) Except as (i) set forth in Section 4.11(d) of a type that would be required to be disclosedthe Tall Oak Disclosure Schedule and (ii) Indebtedness arising under the Credit Agreement Related Documents, reflected or reserved for on a balance sheet or disclosed in none of the notes thereto prepared in accordance with SAP or GAAP, as applicable.Target Companies has any Indebtedness outstanding. 4.12

Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to the Parent copies Section 3.5 of the annual statement Disclosure Letter sets forth (i) the audited balance sheets of the Insurance Subsidiary BRS Corp. as of December 31, 2018 and for the annual periods ended December 31, 2017, and the related statements of operations, stockholders’ deficit and cash flows for the years then ended (the “Audited BRS Corp. Financial Statements”), (ii) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2018 and 2019 December 31, 2017, and the quarterly related consolidated statements for each such annual period of operations and the quarterly statements comprehensive income (loss), changes in member’s equity and cash flows for the first three years then ended (3) calendar quarters of 2020the “Audited Company Financial Statements”, in each case as filed with the Texas Department of Insurance and together with the exhibits, schedules and notes thereto (collectivelyAudited BRS Corp. Financial Statements, the “Statutory Audited Financial Statements”), (iii) the unaudited balance sheet of BRS Corp. as of June 30, 2019 (the “Statement Date”), and the related statements of operations, stockholders’ deficit and cash flows for the six-month period then ended (the “Unaudited BRS Corp. Financial Statements” and together with the Audited BRS Corp. Financial Statements, the “BRS Corp. Financial Statements”), (iv) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of Statement Date, and the related consolidated statements of operations and comprehensive income (loss), changes in member’s equity and cash flows for the six-month period then ended (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”) and (v) the reviewed consolidated balance sheet of BRS Intermediate Holdings LLC and its Subsidiaries as of the Statement Date, and the related consolidated statements of operations and comprehensive income (loss), changes in member’s equity and cash flows for the six-month period then ended (the “Unaudited BRS Financial Statements”). The Statutory Statements have been derived from the Books and Records, prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respectsUnaudited BRS Corp. Financial Statements, the statutory financial position Unaudited Company Financial Statements and results of operations and, if applicable, cash flows of the Insurance Subsidiary, Unaudited BRS Financial Statements are referred to herein together as of their respective dates the “Unaudited Financial Statements”; and for the respective periods covered thereby in accordance with SAP; provided, however, that Unaudited Financial Statements and the Statutory Audited Financial Statements for are referred to herein together as the first three (3) calendar quarters of 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory “Group Companies Financial Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with SAP and all Laws applicable to admitted assets”. (b) The Company has made available to the Parent copies of the following financial statements of the Company, in each case together with the exhibits, schedules and notes thereto (collectively, the “Group Companies Financial Statements” and, together with the Statutory Statements, the “Financial Statements”): Statements (i) have been prepared in accordance with the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity books and statement of cash flows) records of the Group Companies, including the related footnotes, as of and for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) the unaudited consolidated financial statements (consisting of a balance sheet, statement of income (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flowsexcept as set forth in Section 3.5(b) of the Group CompaniesDisclosure Letter, including the related footnotes, as of and for the three-month period ended September 30, 2020. The Group Companies Financial Statements (A) have been derived from the Books and Records, (B) have been prepared in all material respects in accordance with GAAP GAAP, consistently applied consistently throughout the periods involved (except as described in the notes thereto)presented, and (Ciii) fairly present fairly, in all material respects, (x) in the case of the BRS Corp. Financial Statements, the financial position and results of operationsoperations of BRS Corp., and, if applicable, cash flows (y) in the case of the Group Companies Company Financial Statements, the consolidated financial position and consolidated results of operations of the Company and its Subsidiaries and (z) in the case of the Unaudited BRS Financial Statements, the financial position and results of operations of BRS Intermediate Holdings LLC and its Subsidiaries, in each case, as of their the respective dates and or for the respective time periods covered thereby set forth therein, except in accordance with GAAP; providedthe case of the Unaudited Financial Statements, however, that for (A) the unaudited Group Companies Financial Statements as absence of footnotes and for the three-month period ended September 30, 2020 are subject to (B) normal and recurring year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entity. No material deficiency has been asserted by any Governmental Entity with respect to any of the Financial Statements that has not been resolved to the reasonable satisfaction of the applicable Governmental Entityadjustments. (c) Section 3.05(c) of the Disclosure Schedule sets forth a true and correct list of all accounting practices used by the Insurance Subsidiary in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual or other guidance of any other Governmental Entity, as applicable (each such departure, a “Permitted or Prescribed Accounting Practice”). All such Permitted or Prescribed Accounting Practices have been approved by the applicable Governmental Entity at or prior to the time used by the Group Companies in connection with the applicable Statutory Statement. Since January 1, 2017, neither the Insurance Subsidiary nor any Person acting on behalf of the Insurance Subsidiary has sought approval for a permitted accounting practice that was either (i) not granted by the applicable Governmental Entity or (ii) granted by the applicable Governmental Entity but not used by the Insurance Subsidiary in connection with the applicable Statutory Statement. (d) Except (i) to the extent reserved for as set forth in the balance sheets included in the Group Companies Financial Statements as of December 31, 2019 or disclosed in the notes thereto and (ii) for Liabilities or obligations (other than contingent Liabilities and obligations Liabilities for breach of Contract) incurred in the ordinary course of business consistent with past practice since December 31, 2019the respective dates of such financial statements, there are no material Liabilities or obligations of the Company of any nature (whether accrued, absolute, contingent or otherwise) of a type Group Companies that would be required to be disclosed, reflected or reserved for on against in a balance sheet or disclosed in the notes thereto prepared in accordance with SAP GAAP. (d) All notes and accounts receivable reflected on the Group Companies Financial Statements and all accounts receivable of the Group Companies generated since the Statement Date (the “Receivables”), constitute bona fide receivables resulting from the sale of services or other obligations in favor of the Group Companies as to which full performance has been fully rendered, and are valid and enforceable claims, in each case, in all material respects. The Receivables are not subject to any pending or, to the Knowledge of the Company, threatened defense, counterclaim, right of offset, allowances or credits, except to the extent reserved on the Group Companies Financial Statements or, with respect to Receivables generated after the Statement Date, in the books and records of the Company, in each case, in accordance with GAAP. The reserves against the accounts receivable for allowances, chargebacks and bad debts are commercially reasonable and have been determined in accordance with GAAP. (e) The accounts payable of the Group Companies reflected on the Group Companies Financial Statements arose from bona fide transactions in the ordinary course of business. (f) Except as applicableotherwise reserved for in the Group Companies Financial Statements and except as is not material to the Group Companies, taken as a whole, the inventory of the Group Companies (i) does not include any items that are obsolete or of a quantity or quality not usable or salable in the ordinary course of business and consistent with past practice (including with respect to quantity and frequency), (ii) includes only items sold by the Group Companies in the ordinary course of business and (iii) is valued on a lower of cost or net realizable value basis. The inventory disposed of subsequent to the Statement Date has been disposed of only in the ordinary course of business and consistent with past practice (including with respect to quantity and frequency). (g) Except as set forth on Section 3.5(g) of the Disclosure Letter or otherwise set forth in the Group Companies Financial Statements, the Group Companies do not have any Outstanding Indebtedness in excess of $3,000,000 as of the Effective Date. (h) The books of account and other financial records of the Group Companies have been kept accurately in the ordinary course of business consistent with applicable Laws, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Each of the Group Companies has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of such Group Company are being executed and made only in accordance with appropriate authorizations of management and the board of directors (or equivalent Person) of such Group Company, (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 and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of such Group Company. Except as set forth in Section 3.5(h) of the Disclosure Letter, no Group Company has disclosed to its outside auditors or the audit committee of its board of directors (or equivalent entity), and to the Knowledge of the Company, there have been no instances of, any (1) significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect such Group Company’s ability to record, process, summarize and report financial information or (2) fraud, whether or not material, that involves management or other employees who have a significant role in such Group Company’s internal controls over financial reporting.