Common use of Financial Statements; Books and Records Clause in Contracts

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, correct and complete copies of (i) the audited balance sheet and profit and loss account of the Company as of 31st March 2014 and (ii) the unaudited balance sheet and statement of profit and loss of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.

Financial Statements; Books and Records. (a) Sellers have delivered The Seller has made available to FID or its counsel the Purchaser, and attached as Schedule 3.7 are, true, complete and correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited balance sheet and profit and loss account combined financial statements of the Company Business for the fiscal year ended as of 31st March 2014 December 31, 2013 and the unaudited combined financial statements for the fiscal year ended December 31, 2012; and (ii) the unaudited balance sheet and statement of profit and loss condensed combined financial statements of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary Business for the interim periods therein specified. The Management Accounts have been prepared ended June 30, 2014 and June 30, 2013, including, in each case, the notes with reasonable diligence and are not materially misleadingrespect thereto. (b) All accounts, books, records and ledgers of each member of the Target Group The Financial Statements: (i) have beenbeen prepared from, and are beingin accordance with, fully, properly the books and accurately maintained records of the ELN Companies; (ii) have been prepared in accordance with UK GAAP IFRS consistently applied during the periods covered thereby (subject to, in the case of any interim financial statements, to normal and recurring year-end adjustments that are not expected to be material in amount or effect); and (iii) present fairly and accurately, in all material respects, to the extent applicable, financial condition and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies results of any kind contained or reflected therein. The minute books of each member operations of the Target Group contain true, correct Business as of the dates thereof or for the periods covered thereby. (c) The books and complete records of all minutes the ELN Companies that were used as source documentation for all meetings and other corporate actions the preparation of the members, board of directors (including committees thereof), members Financial Statements are and managers of each member of the Target Groupwill be, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group true and correct in all material respects, reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Groupor will reflect, as applicable, only actual, bona fide transactions and have been maintained in accordance with sound business practices and Applicable Law. True, correct The ELN Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and complete copies recorded accurately in all material respects. The Seller has not received any notice of fraud that involves any Employee or that calls into question the effectiveness of the minute design and operation of the ELN Companies’ internal controls over accounting or financial reporting in any material way. (d) All accounts receivable reflected on the books and statutory registers of each member records of the Target Group Business have been provided arisen from bona fide transactions in the Ordinary Course of Business, and are valid, genuine and fully collectible in the Ordinary Course of Business, subject only to FID any reserve that are included in the Financial Statements or its counsel by that may be included in the relevant member calculation of the Target GroupFinal Closing Working Capital.

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, correct and complete copies of The (i) financial statements (including the audited balance sheet and profit and loss account of related notes thereto) included (or incorporated by reference) in the Company as of 31st March 2014 SEC Documents, and (ii) financial statements that will be included in the unaudited balance sheet Company’s Form 10-K for the year ended December 31, 2010 (which financial statements referred to in this clause (ii) have been provided to Parent by the Company, subject to the addition of a subsequent event note disclosure solely to reflect the execution and statement delivery of profit this Agreement), comply as to form with applicable accounting requirements and loss the rules and regulations of the Company 31 December 2014 SEC with respect thereto, have been prepared in accordance with GAAP (except, in the “Unaudited Balance Sheet”case of unaudited financial statements, as permitted by Form 10-Q of the SEC), applied on a consistent basis during the periods involved (all of except as may be expressly indicated in the foregoing notes thereto) and fairly present the consolidated financial statements accounts position of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company its Subsidiary as of 31 December 2014 the dates thereof and their respective consolidated results of operations, changes in shareholders’ equity and changes in cash flows for the periods then ended (subject, in the “Management Accounts”case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis , all in accordance with UK GAAPGAAP and the applicable rules and regulations promulgated by the SEC. The abovementioned financial statements at a year end (December 31) and for the period then ended have been audited by, and give a true and fair view of are accompanied by the assetsreport of, liabilities and state of affairs of LaPorte, Sehrt, Xxxxx & Hand, A Professional Accounting Corporation, independent registered public accounting firm with respect to the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingCompany. (b) All accountsNeither the Company nor the Company Bank has, booksand since December 31, records and ledgers of each member 2010, neither Company nor the Company Bank has incurred, any liabilities or obligations, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due, except (i) as set forth in the audited consolidated balance sheet of the Target Group Company and Subsidiary at December 31, 2010 (excluding the Notes thereto), (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, and (iii) for any liabilities incurred with respect to the transactions contemplated by this Agreement. (c) The books and records of the Company and the Company Bank have been, and are being, fully, properly and accurately maintained in all material respects in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member records, systems, controls, data and information of the Target Group contain trueCompany and the Company Bank are recorded, correct stored, maintained and complete records of all minutes for all meetings operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and other corporate actions direct control of the members, board of directors Company or the Company Bank (including committees thereofall means of access thereto and therefrom), members . The Company and managers the Company Bank have implemented and maintain a system of each member internal accounting controls effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Target GroupExchange Act) effective to ensure that material information relating to the Company, as applicableincluding its consolidated Subsidiary, is made known to the Chief Executive Officer and the Chief Financial Officer of the Company to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Documents and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the extent they are legally required to do so. The statutory registers of each member Company’s independent registered public accounting firm and the audit committee of the Target Group reflect all issuances, transfers, repurchases Company Board (A) any significant deficiencies and cancelations material weaknesses in the design or operation of equity interests of each member internal controls over financial reporting (as defined in Rule 13a-15(f) of the Target GroupExchange Act) that would be reasonably likely to adversely affect the Company’s ability to accurately record, as applicable. Trueprocess, correct summarize and complete copies report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Company’s internal controls over financial reporting. (d) Since December 31, 2005, (A) neither the Company nor the Company Bank nor, to the knowledge of the minute books and statutory registers Company, any director, officer, employee, auditor, accountant or representative of each member it or the Company Bank has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Target Group have been provided to FID Company or its counsel the Company Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or the Company Bank has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company or the Company Bank, whether or not employed by the relevant member Company or the Company Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any of the Target GroupCompany’s directors or officers.

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, correct Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of of: (i) the audited balance sheet and profit and loss account sheets of the Company as of 31st March 2014 December 31, 2012 and December 31, 2013, and the related statements of income, changes in shareholders’ equity and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxxx LLP, certified public accountants; and (ii) the unaudited balance sheet and statement of profit and loss of the Company 31 December (the “Interim Balance Sheet”) as of September 30, 2014 (the “Unaudited Interim Balance SheetSheet Date”), and the related statements of income, changes in shareholders’ equity and cash flow for the nine (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 9) months then ended (if the relevant company was in existence on 30 June 2013) (collectively, the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The All Financial Statements comply with referred to in this Section 4.06(a), including the United Kingdom’s Companies Xxx 0000 and notes thereto, have been prepared on a proper and consistent basis in accordance with UK GAAP, GAAP from the books and give a true and fair view of the assets, liabilities and state of affairs records of the Company and each Company Subsidiary as at fairly and accurately present the dates indicated therein and of the profits and losses financial position of the Company as of the respective dates thereof and each Company Subsidiary the results of the Company’s income, cash flows and changes in shareholders’ equity for the periods therein specifiedthen ended. The Management Accounts have been prepared Company has also delivered to Purchaser copies of all letters from the Company’s auditors to the Company’s Board of Directors or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with reasonable diligence and are not materially misleadingcopies of all responses thereto. (b) All accounts, books, The books of account and other financial records and ledgers of each member of the Target Group Company, all of which have beenbeen provided to Purchaser, are complete and are beingcorrect in all respects and represent actual, fully, properly bona fide transactions and accurately have been maintained in accordance with UK GAAP in all material respectssound business practices and the requirements of Section 13(b)(2) of the Exchange Act (regardless of whether the Company is subject to such section or not), to including, without limitation, the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies maintenance of any kind contained or reflected thereinan adequate system of internal control over financial reporting. The minute books of each member the Company, all of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group which have been provided to FID or its counsel by Purchaser, are accurate and complete in all respects and contain records of all meetings held, and corporate action taken by, the relevant member shareholders of the Target GroupCompany (including Sellers) and the Board of Directors (and committees of the Board of Directors) of the Company, and no meeting of any such shareholders, Board of Directors or committee has been held for which minutes are not contained in such minute books. (c) Sellers and the Company have provided Purchaser with a calculation of Contracted Backlog, a copy of which is attached hereto as Section 4.06(c) of the Disclosure Schedules, and which is complete and correct in all respects. (d) The remaining amount of the Company’s work in process for projects or jobs begun but not yet completed, as of the Closing Date, based upon a percentage of completion basis, as reflected in Section 4.06(d) of the Disclosure Schedules (the “Work In Process”), represents a true and correct statement of the remaining work to be completed for such projects or jobs, together with the listing of costs incurred for those jobs, fees billed, and fees collected, and to Seller’s and Company’s knowledge, is true, complete and correct in all material respects. For purposes of this Section 4.06(d) only, Section 4.06(d) of the Disclosure Schedules shall not be considered as being “true, complete or correct in all material respects” if: (i) a job which is under contract is omitted from the Schedule; or (ii) if a listed job reflects either costs or xxxxxxxx or collections that are in error by more than 20% from actual; or (iii) if the percentage of work claimed to be completed deviates by more than 20% from actual.

Financial Statements; Books and Records. (a) Sellers have Seller has previously delivered to FID or its counsel Purchaser true, correct and complete copies of (i) the audited balance sheet and profit and loss account annual statutory financial statements of each of the Ceding Company and AHLIC, together with the report of each such company’s independent auditors thereon, as of 31st March 2014 and for the years ended December 31, 2015 and December 31, 2016 and (ii) the unaudited balance sheet and statement statutory financial statements of profit and loss each of the Ceding Company 31 December 2014 and AHLIC as of and for the quarter ended June 30, 2017 (collectively, the “Unaudited Balance SheetStatutory Statements”), (all in each case, as filed with the Insurance Regulator of the foregoing financial statements accounts such entity’s jurisdiction of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”)domicile. The Financial Statutory Statements comply with the United Kingdom’s Companies Xxx 0000 and have been were prepared on a proper and consistent basis in accordance with UK GAAPapplicable SAP consistently applied throughout all such periods and, except as set forth in Section 3.18(a) of the Seller Disclosure Schedule, fairly present in all material respects the financial position, admitted assets, liabilities, capital, and give a true and fair view surplus of the assetsCeding Company and AHLIC (as applicable) at December 31, liabilities 2015, December 31, 2016 and state June 30, 2017, and the results of affairs operations, changes in surplus, and cash flows of the Ceding Company and each Company Subsidiary AHLIC (as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary applicable) for the periods therein specifiedcovered thereby, subject, in the case of the quarterly Statutory Statements as of and for the quarter ended June 30, 2017, to normal year-end adjustments and the absence of full footnote disclosures and other presentation items. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingSection 3.18(a) of the Seller Disclosure Schedule sets forth a complete list of all permitted practices used by each such company in the preparation of the Statutory Statements. (b) All accountsThe reserves, booksincluding incurred but not reported (IBNR), records and ledgers for payment of each member of the Target Group have beenbenefits, losses, claims, expenses, and are beingother similar purposes (including claims litigation) with respect to the Group Contracts reflected in the Statutory Statements, fullythe Reference Closing Statement, properly and accurately maintained the Pro Forma Financial Statements, as of their respective dates: (a) were computed in all material respects in accordance with UK GAAP generally accepted actuarial standards, consistently applied and developed by the Ceding Company applying consistent practices, assumptions and methodologies used as of their respective dates; (b) met the requirements of SAP and other Applicable Law; and (c) were based on actuarial information and data and inventories and policies and contracts that were accurate in all material respects, ; provided that this Section 3.18(b) shall not be deemed to be a representation or warranty of Seller that the reserves of the Ceding Company or AHLIC (to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there relating to the Business) are no material inaccuracies or discrepancies of any kind contained will be adequate or reflected therein. The minute books of each member of sufficient for the Target Group contain purposes for which they were established. (c) Seller has previously delivered to Purchaser a true, correct and complete records of all minutes for all meetings and other corporate actions copy of the members, board of directors (including committees thereof), members and managers of each member unaudited pro forma balance sheets of the Target GroupBusiness as of December 31, 2015 and December 31, 2016 and an unaudited pro forma statement of profits and losses for the annual period ended December 31, 2016 (“Pro Forma Financial Statements”). The Pro Forma Financial Statements were prepared in good faith from the Books and Records using methodologies, estimates and adjustments to give effect to assumptions that provide a reasonable basis for presenting the financial position, direct profits and direct losses of the Business in accordance with GAAP, applied consistently with the historical practices of Seller, as applicableof December 31, 2015 and December 31, 2016. (d) The Reference Closing Statement was prepared in accordance with the Transaction Accounting Principles and fairly presents, in all material respects in accordance with the Transaction Accounting Principles, the assets and liabilities of the Business as of the Reference Date. (e) The Books and Records (i) have been maintained in all material respects in accordance with Applicable Law and (ii) are in material compliance with any and all record keeping maintenance requirements in applicable Group Contracts. No Board Materials relating to the extent they are legally required Business exist except those certain Board Materials identified and made available by Seller for inspection and review by Purchaser prior to do so. The statutory registers the date hereof. (f) Seller and the Ceding Company maintain a system of each member internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member financial reporting of the Target GroupCeding Company with respect to the Business and the preparation of financial statements for external purposes in accordance with GAAP, applied consistently with the historical practices of Seller, or SAP, as applicable. True, correct and complete copies There are no material weaknesses or significant deficiencies in the internal controls over financial reporting of Seller or the minute books and statutory registers of each member of Ceding Company with respect to the Target Group have been provided to FID or its counsel by the relevant member of the Target GroupBusiness.

Financial Statements; Books and Records. (a) Sellers The audited financial statements and unaudited interim financial statements of the Company included or incorporated by reference in SEC Filings have delivered to FID or its counsel truebeen prepared in accordance with generally accepted accounting principles of the United States (“GAAP”) (except as may be indicated in the notes thereto or, correct in the case of the unaudited statements, as permitted by Form 10-Q), complied as of their respective dates in all material respects with applicable accounting requirements and complete copies the published rules and regulations of (i) the audited balance sheet SEC with respect thereto, and profit and loss account fairly present, in all material respects, the financial position of the Company as of 31st March 2014 and (ii) the unaudited balance sheet and statement of profit and loss of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein thereof and the results of the profits and losses of the Company and each Company Subsidiary operations for the periods therein specified. The Management Accounts have been prepared with reasonable diligence then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnotes required by GAAP and are not materially misleadingnormal year-end adjustments). (b) All accountsThe Company has no liabilities of any kind whatsoever, bookswhether accrued, records and ledgers of each member contingent, absolute, determined, determinable or otherwise, other than (i) liabilities to the extent disclosed or provided for in the most recent financial statements of the Target Group Company or set forth in the notes thereto, (ii) liabilities disclosed in the SEC Filings, (iii) liabilities under this Agreement and the Recapitalization Documents, or (iv) liabilities incurred in the ordinary course of business since the date of the most recent financial statements disclosed in the SEC Filings that would not, individually or in the aggregate, reasonably be expected to have beena Material Adverse Effect. (c) The Company has complied, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, with the provisions of the Xxxxxxxx-Xxxxx Act of 2002 applicable to it. The Company (i) makes and keeps accurate books and records and (ii) maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company has disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to the extent applicableCompany’s management, including its principal executive officer or officers and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies principal financial officer or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Groupofficers, as applicableappropriate, to allow timely decisions regarding disclosure. There is no transaction, arrangement, or other relationship between the extent they are legally Company and an unconsolidated or other off balance sheet entity that is required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel be disclosed by the relevant member of the Target GroupCompany in its Exchange Act filings and is not so disclosed.

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, The Disclosure Letter contains a true and correct and complete copies copy of (i) the TARGET's audited consolidated financial statements (balance sheet and profit and loss account statement, statement of the Company stockholders' equity and statement of cash flows, including notes thereto) at and as of 31st March 2014 and December 1999 , (ii) the TARGET's unaudited consolidated financial statements (balance sheet and statement of profit and loss statement, statement of the Company 31 December 2014 (the “Unaudited Balance Sheet”)stockholders' equity and statement of cash flows, (all of the foregoing financial statements accounts of the Company including notes thereto) at and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) 2000 and December 2001 , (iii) (collectively, the management accounts "TARGET Financial Statements"). All of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply are in accordance with the United Kingdom’s Companies Xxx 0000 books and records of TARGET have been prepared on a proper and consistent basis in accordance with UK GAAP, GAAP applied on a consistent basis throughout the periods indicated and give a true fairly present the financial condition and fair view operating results of TARGET as of the assets, liabilities dates and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence indicated therein, subject in the case of the unaudited TARGET Financial Statements to the absence of footnotes and year-end adjustments that are not materially misleadingmaterial in the aggregate. (b) All accountsExcept as set forth in TARGET's unaudited consolidated balance sheet as of December 31, 2001 (the "Most Recent Balance Sheet"), TARGET has no debts, liabilities or obligations, whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP, other than (A) debts, liabilities or obligations incurred in the ordinary course of business subsequent to December 31, 2001, none of which are material, and (B) executory contract obligations under (x) Contracts set forth in the Disclosure Letter or (y) Contracts not required to be listed in the Disclosure letter. Except as disclosed in the TARGET Financial Statements, TARGET is not a guarantor or indemnitor of any indebtedness of any other Person. (c) Except as set forth in the Disclosure Letter, the books, records and ledgers accounts of each member of the Target Group TARGET (i) are in all material respects true, complete and correct, (ii) have been, and are being, fully, properly and accurately been maintained in accordance with UK GAAP in all material respects, to the extent applicablegood business practices, and (iii) are stated in reasonable detail and accurately and fairly reflect the basis for the TARGET Financial Statements. TARGET has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary (x) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable legal and accounting requirements and reflect only actual transactionsto such statements, (y) to maintain accountability for assets, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute (C) the amount recorded for assets on the books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings TARGET is compared with the existing assets at reasonable intervals and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, appropriate action is taken with respect to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Groupany differences.

Financial Statements; Books and Records. (aIncluded in the Disclosure Schedule to this Section 6.2(a) Sellers have delivered to FID or its counsel true, are true and correct and complete copies of (i) the audited consolidated balance sheet sheets for LLC and the Subsidiaries at December 31, 1999 and the related statement of profit and loss account of and cash flows for the Company as of 31st March 2014 and one-year period then ended, (ii) the unaudited consolidated balance sheet for LLC and the Subsidiaries at March 31, 2000 and the related statement of profit and loss for the three-month period then ended and (iii) when delivered pursuant hereto, financial statements of the Company 31 December 2014 (kind and character prepared in conjunction with the “Unaudited Balance Sheet”)Credit Agreement, (copies of all of the foregoing financial statements accounts delivered to LLC Parties' Board of the Company Managers, and each Company Subsidiary and any notes thereto are hereinafter collectively electronic copies of all general ledger records commonly referred to as of 31 December 2019 "QuickBooks" (if collectively, the relevant company was in existence on 30 June 2013) (the “"LLC Financial Statements”"). The LLC Financial Statements fairly present the financial position of LLC and the Subsidiaries as of the dates thereof and the results of LLC's and the Subsidiaries' operations and cash flows for the periods then ended, in accordance with GAAP, except for the variances from GAAP set forth in the notes to the LLC Financial Statements, subject, in the case of the LLC Financial Statements listed in items (ii) and (iii) the management accounts of the Companies immediately-preceding paragraph, to normal recurring period-end adjustments and absence of notes and a statement of cash flows in each Company Subsidiary as of 31 case that, if presented, would not differ materially from those included in the financial statements for the fiscal year ended December 2014 31, 1999 and the financial data set forth in the LLC Financial Statements listed in items (the “Management Accounts”ii) and (iii). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view Each of the assetsCompany's books and records (including without limitation, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accountsall financial records, business records, minute books, ownership transfer records, customers lists, referral source lists and records pertaining to services or products delivered to customers) (i) are complete and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP correct in all material respects, respects and all transactions to which such Company is or has been a party are accurately reflected therein and (ii) form an adequate basis for the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Groupsuch Company Financial Statements.

Financial Statements; Books and Records. (a) Sellers The Company has heretofore furnished Parent the Audited Statements. The Audited Statements, including the footnotes thereto, have delivered to FID or its counsel true, correct been prepared in accordance with GAAP and complete copies of (i) fairly present in all material respects the audited balance sheet and profit and loss account of the Company as of 31st March 2014 and (ii) the unaudited balance sheet and statement of profit and loss of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts position of the Company and each Company Subsidiary the Subsidiaries at the respective dates thereof and any notes thereto are hereinafter collectively referred to as the consolidated results of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) operations and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs cash flows of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary Subsidiaries for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingindicated. (b) All accountsThe Company has also heretofore furnished Parent the Interim Financial Statements. The Interim Financial Statements have been prepared in accordance with GAAP (except for normal year-end adjustments and the absence of notes to such financial statements, which, in each case, would not be material) and on a basis consistent with the 1997 Balance Sheet Principles. The Interim Financial Statements fairly represent in all material respects the financial position of the Company and the Subsidiaries at the date thereof and the results of the operations of the Company and the Subsidiaries for the period indicated. (c) There have been no changes in the Company's or any Subsidiary's reserve or accrual amounts or policies from March 31, 1998. (d) The books of account, minute books, stock record books, and other records and ledgers of each member of the Target Group Company and the Subsidiaries, all of which have beenbeen made available to Parent, are complete and are being, fully, properly correct and accurately have been maintained in accordance with UK GAAP in all material respectssound business practices and the requirements of Section 13(b)(2) of the Exchange Act (regardless of whether or not the Company and the Subsidiaries are subject to that Section), to including the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies maintenance of any kind contained or reflected thereinan adequate system of internal controls. The minute books of each member of the Target Group Company and the Subsidiaries contain true, correct accurate and complete records of all minutes for all meetings held of, and other corporate actions action taken by, the stockholders, the Board of Directors, and committees of the members, board Boards of directors (including committees thereof), members and managers of each member Directors of the Target GroupCompany and the Subsidiaries, as applicableand no meeting of any such stockholders, to the extent they Board of Directors, or committee has been held for which minutes have not been prepared and are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the not contained in such minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Groupbooks.

Financial Statements; Books and Records. (a) Sellers have The Company has delivered or otherwise made available to FID LEC or its counsel true, correct and complete copies of (i) the audited consolidated balance sheet and profit and loss account sheets of the Company and each Company Subsidiary as of 31st March 2014 December 31, 2013, 2012 and 2011 (ii) the related audited consolidated statements of operations, statements of stockholders’ equity and statements of cash flows of the Company and each Company Subsidiary for the years ended December 31, 2013, 2012 and 2011 and (iiiii) the unaudited balance sheet and statement of profit and loss of the Company 31 and each Company Subsidiary as of December 31, 2014 (the “Unaudited Balance Sheet”), and the related unaudited statement of operations for the 12-month period ended December 31, 2014 (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with were prepared from the United Kingdom’s Companies Xxx 0000 books and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs records of the Company and each Company Subsidiary as in the ordinary course of business in accordance with GAAP applied on a consistent basis throughout the period indicated therein and between periods and fairly present in all material respects the financial condition of the Company and each such Company Subsidiary at the dates therein indicated therein and the results of operations, stockholders’ equity (deficit) and cash flows of the profits Company and losses each such Company Subsidiary for the periods therein specified in accordance with GAAP, except (A) as may be indicated in the footnotes to such financial statements and (B) that the unaudited financial statements do not contain footnotes and are subject to normal year-end adjustments, which adjustments will not, individually or in the aggregate, be material. (b) The minute books of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, materially correct and complete records of all minutes for all meetings and other corporate actions of the membersstockholders, board of directors (including committees thereof), members and managers of the Company and each member of the Target GroupCompany Subsidiary, as applicable, to the extent they are legally required to do so. The stock ledger of the Company and the statutory registers of each member of the Target Group Company Subsidiary reflect all issuances, transfers, repurchases and cancelations of equity interests shares of capital stock of the Company and/or shares of each member of the Target GroupCompany Subsidiary, as applicable. True, correct and complete copies of the minute books and stock ledger of the Company and the minute books and statutory registers of each member of the Target Group Company Subsidiary have been provided or otherwise made available to FID LEC or its counsel by the relevant member of the Target GroupCompany.

Financial Statements; Books and Records. (a) Sellers Company has made available to Buyer (i) the audited balance sheets of Company as of each of December 31, 2009 (the “Company Annual Balance Sheet Date”) and December 31, 2008 and the related statements of income and cash flow for the 12-month periods then ended together with the notes thereon (the “Audited Financial Statements”), (ii) the reviewed but unaudited balance sheet of Company as of December 31, 2007 and the related statements of income and cash flow for the 12-month period then ended together with the notes thereon, and (iii) the unaudited balance sheet of Company as of the Company Balance Sheet Date and the related statements of income and cash flow for the five-month period then ended together with the notes thereon (the financial statements described in clauses (ii) and (iii) above, collectively, the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Company Financial Statements”). The Audited Financial Statements have delivered been prepared in accordance with GAAP consistently applied from period to FID period. The Company Financial Statements present fairly, in all material respects, the financial condition of Company as of the dates stated therein and the results of operation for the periods stated therein. (b) Company has maintained a system of internal accounting controls sufficient to provide reasonable assurance that transactions have been executed with management's authorizations, and transactions have been recorded as necessary to permit preparation of the Company Financial Statements in accordance with GAAP. (c) The Company Books and Records accurately and fairly reflect, in all material respects, the activities of Company and have been made available to Buyer for its inspection. (d) Company has not engaged in any monetary transaction, maintained any bank account or used any corporate funds except for such monetary transactions, bank accounts or funds which have been and are reflected, in all material respects, in the normally maintained Company Books and Records. (e) The stock records and minute books of Company that have been made available to Buyer reflect all minutes of meetings and resolutions of its counsel shareholders and board of directors and all committees thereof and, to the knowledge of Company, all issuances, transfers and redemptions of Company Stock, and contain true, correct and complete copies of (i) Company’s Articles of Incorporation and bylaws and all amendments thereto through the audited balance sheet and profit and loss account of the Company as of 31st March 2014 and (ii) the unaudited balance sheet and statement of profit and loss of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingdate hereof. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.

Financial Statements; Books and Records. (a) Sellers have The Seller: (i) has delivered to FID or its counsel true, correct and complete copies of (i) the audited balance sheet and profit and loss account of each member of the Company Target Group as of 31st March 2014 December 31, 2013; and (ii) once available, following the unaudited date of this Agreement, will have delivered to FID or its counsel, true, correct and complete copies of the audited balance sheet and statement of the profit and loss account of each member of the Company 31 Target Group as of December 31, 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary member of the Target Group and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary relevant member of the Target Group as at the dates date indicated therein and of the profits and losses of the Company and each Company Subsidiary relevant member of the Target Group for the periods period therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.

Financial Statements; Books and Records. (a) Sellers have delivered Included in the Disclosure Schedule to FID or its counsel true, this Section are true and correct and complete copies of (i) the audited audited, balance sheet sheets for the Company at March 31, 1998, 1997 and 1996 and the related statements of profit and loss account and cash flows for the one-year periods then ended, (ii) the unaudited, balance sheet for the Company at May 31, 1998 and the related statement of profit and loss for the two-month period then ended and (iii) when delivered pursuant hereto, similar financial statements for each additional month ending more than 30 days before the Closing Date (collectively, the "Company Financial Statements"). The Company Financial Statements fairly present the financial position of the Company as of 31st March 2014 the dates thereof and (ii) the unaudited balance sheet results of the Company's operations and statement of profit and loss cash flows for the periods then ended, in accordance with GAAP, except for the variances from GAAP set forth in the notes to the Company Financial Statements, subject in the case of the Company 31 December 2014 Financial Statements listed in items (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”ii) and (iii) the management accounts of the Companies immediately-preceding paragraph, to normal recurring period-end adjustments and absence of notes and a statement of cash flows in each Company Subsidiary as of 31 December 2014 (case that, if presented, would not differ materially from those included in the “Management Accounts”)financial statements for the fiscal year ended March 31, 1998. The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 Company maintains a standard system of accounting, including without limitation internal controls, established and have been prepared on a proper and consistent basis administered in accordance with UK GAAP, and give a true and fair view of except for the assets, liabilities and state of affairs of variances from GAAP set forth in the notes to the Company Financial Statements. The Company's books and each Company Subsidiary as at the dates indicated therein records (including without limitation, all financial records, business records, minute books, stock transfer records, client lists, referral source lists and of the profits records pertaining to services or products delivered to clients) (i) are complete and losses of correct in all respects and all transactions to which the Company is or has been a party are accurately reflected therein, (ii) reflect all discounts, returns and each allowances granted by the Company Subsidiary for with respect to the periods therein specified. The Management Accounts covered thereby, (iii) have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP customary and sound business practices in all material respectsthe Company's industry, to (iv) form the extent applicablebasis for the Company Financial Statements and (v) accurately reflect the assets, liabilities, financial position, results of operations and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies cash flows of any kind contained or reflected thereinthe Company. The minute books Company's management information systems are adequate for the preservation of each member relevant information and the preparation of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Groupaccurate reports.

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, correct and complete copies of (i) the audited The balance sheet and profit and loss account sheets of the Company as of 31st March 2014 December 31, 2003 and (ii) 2004 and the income statements of the Company for the two one year periods ended on such dates and the unaudited balance sheet and income statement of profit and loss of for the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 June 30, 2005 (if the relevant company was in existence on 30 June 2013) (collectively, the “Financial Statements”) have been delivered to Buyer and (iii) the management accounts of the Companies and each Company Subsidiary are attached hereto as of 31 December 2014 (the “Management Accounts”)Schedule 3.5. The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and (i) have been prepared on a proper and consistent basis in accordance with UK GAAP, except as set forth on Schedule 3.5, and give a true (ii) present fairly in all material respects the financial condition and fair view results of the assetsoperations, liabilities changes in stockholders’ equity, and state of affairs cash flow of the Company and each Company Subsidiary as at the dates indicated therein and of for the profits and losses relevant periods indicated. The unaudited balance sheet of the Company as of June 30, 2005 included in the Financial Statements shall be referred to herein as the “Balance Sheet,” and each June 30, 2005 shall be referred to herein as the “Balance Sheet Date”. Except as set forth in Schedule 3.5, the Company Subsidiary has no liability required to be disclosed in the Financial Statements except for liabilities reflected or reserved against in the periods therein specified. The Management Accounts have been prepared with reasonable diligence Balance Sheet and are not materially misleadingcurrent liabilities incurred in the ordinary course of business of the Company since the Balance Sheet Date. (b) All accountsThe books of account, minute books, stock record books, and other records and ledgers of each member of the Target Group Company, all of which have beenbeen made available to Buyer, are complete and are being, fully, properly correct and accurately have been maintained in accordance with UK GAAP in all material respectssound business practices, to including the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies maintenance of any kind contained or reflected thereinan adequate system of internal controls. The minute books of each member of the Target Group Company contain true, correct accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the Board of Directors, and committees of the Board of Directors of the Company. At the Closing, all of those books and records will be placed in the possession of the Company. Buyer agrees that Sellers shall have reasonable access thereto after the Closing. There are no minutes for all meetings and other corporate actions of the members, board Board of directors (including committees thereof), members and managers of each member Directors or the stockholders of the Target Group, as applicable, to the extent they Company that are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of not included in the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target GroupCompany.

Financial Statements; Books and Records. (a) Sellers have delivered The financial statements of the Group Companies submitted by the Company to FID or its counsel true, correct and complete copies of the Transferee (i) were prepared in accordance with the audited balance sheet books and profit and loss account other financial records of the Company as of 31st March 2014 and Group Companies, (ii) truly, accurately, completely and fairly reflect the unaudited balance sheet financial conditions and statement of profit and loss operation results of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all Group Companies as of the foregoing financial statements accounts Execution Date of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if this Agreement or for the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and period, (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAPthe Accounting Principles consistent with such Group Company’s past practice, and give a true (iv) truly, accurately, completely and fair view fairly incorporate all adjustments necessary for reflecting the financial conditions and operation results of the assets, liabilities and state of affairs Group Companies as of the Company Execution Date of this Agreement or for the relevant period, and each Company Subsidiary as at there will be no Material Adverse Change in the dates indicated therein operation, efficiency, financial and property condition of the profits and losses Group Companies as of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading.Closing Date; (b) All accounts, books, The books and other financial records and ledgers of each member of the Target Group have been, Companies (i) reflect all items of income and are being, fully, properly expenditure and accurately maintained all assets and Liabilities required to be reflected therein in accordance with UK GAAP the Accounting Principles applied on a basis consistent with the past practice of such Group Company, (ii) are true, accurate, complete and fair in all material respects, and do not contain or reflect any material inaccuracy or discrepancy, and (iii) have been prepared in accordance with good business and accounting practices; (c) The financial statements of the Group Companies submitted by the Company to the extent applicableTransferee have truly, accurately, completely and fairly disclosed all liabilities, including contingent liabilities, of the Group Companies as of the Execution Date of this Agreement, without any unrecorded funds, assets or liabilities, or any off-balance sheet costs or expenses, and any the accumulated and/or use of all corporate funds are fully and properly reflected in the financial statements; (d) The Financial Statements have contained full and accurate descriptions of all loans, debts, liabilities, guarantees and other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member contingent liabilities of the Target Group contain Companies which have been incurred and are reasonably foreseen to be incurred as of the Execution Date hereof; (e) During the due diligence and financial audit conducted by it or the intermediary engaged by it on the Group Companies or their Affiliates, all the materials provided by the Group Companies are true, correct legal, valid and complete records of all minutes for all meetings and other corporate actions of the memberswithout any intentional concealment, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID misrepresentation or its counsel by the relevant member of the Target Groupmaterial omission.

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, correct and complete copies of Attached hereto as Schedule 4.7(a) are (i) the audited balance sheet and profit and loss account consolidated financial statements of the Company Seller as of 31st March 2014 and for fiscal year ended December 31, 2001, which have been audited by the former accountants for Seller (the “Audited Financial Statements”), (ii) the unaudited balance sheet and statement of profit and loss Seller as of the Company 31 December 2014 31, 2003 (the “Unaudited Balance Sheet”); (iii) the unaudited consolidated financial statements of Seller as of and for the fiscal years ending December 31, 2002 and December 31, 2003, and (iv) the unaudited financial statements of Seller for the period ended September 30, 2004 (the financial information described in clauses (ii), (all iii) and (iv) of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively this sentence being referred to collectively as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (“Unaudited Statements” and, the Unaudited Statements, together with the Audited Financial Statements being referred to collectively as the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply have been compiled from and are in all material respects in accordance with Seller’s books and records and (A) fairly present in all material respects the United Kingdom’s Companies Xxx 0000 financial condition, assets and liabilities of Seller and the Company as of their dates and the results of operations of Seller and the Company for the periods then ended and (B) have been prepared on a proper and consistent basis in all material respects in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary GAAP consistently applied (except as at the dates indicated noted therein and of except that the profits Unaudited Statements may not include footnotes and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingshall be subject to nonmaterial recurring year-end adjustments). (b) All accountsThe Supplemental Financial Statements, bookswhen delivered pursuant to Section 6.9, records will have been compiled from and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained will be in all material respects in accordance with UK GAAP Seller’s books and records and (A) will fairly present in all material respectsrespects the financial condition, to assets and liabilities of Seller as of their dates and the extent applicableresults of operations of Seller for the periods then ended and (B) will have been prepared in all material respects in accordance with GAAP consistently applied. (c) Neither Seller nor the Company has factored or offered, and it is not in Seller’s or the Company’s ordinary course of business to factor or offer, any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies prompt discounts with respect to its payment of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Groupaccounts receivable.

Financial Statements; Books and Records. (a) Sellers have delivered 3.7.1 The Seller has provided to FID or its counsel true, correct and complete copies of the Company (i) the audited unconsolidated balance sheet and profit and loss account sheets of the Company Seller as of 31st March 2014 December 31, 2022 and December 31, 2023 and the related audited consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows (the “Seller Audited Financials”), and (ii) the unaudited balance sheet and statement of profit and loss a draft of the Company 31 December 2014 unaudited, unconsolidated and unreviewed balance sheets of the Seller as of September 30, 2024 and the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows (the “Unaudited Balance SheetSeller Interim Financials”, together with the Seller Audited Financials, the “Seller Financials”). 3.7.2 The Seller Financials (including any related notes and schedules thereto) are true and accurate and (i) present fairly, in all material respects, the consolidated financial position, results of operations, income (loss), stockholder’s equity, and cash flows of the Seller as of the dates and for the periods indicated in such Seller Financials (except, for the absence of footnotes and other presentation items and normal year-end adjustments that will not be material in amount and effect), and (ii) in each case were prepared in accordance with generally accepted accounting principles in accordance with the standards of US GAAP (the “Seller Accounting Principles”), (consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books and records of the foregoing Seller. 3.7.3 Any additional financial statements accounts as may be required to be delivered pursuant to applicable Laws will, when delivered, (i) accurately reflect the Seller’s books and records as of the Company times and each Company Subsidiary and any for the periods referred to therein, (ii) be prepared in accordance with the Seller Accounting Principles, methodologies applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto are hereinafter collectively referred to as and except for the absence of 31 December 2019 (if footnotes and audit adjustments in the relevant company was in existence on 30 June 2013) (the “Financial Statements”case of unaudited financial statements) and (iii) fairly present in all material respects the management accounts consolidated financial position of the Companies and each Company Subsidiary Seller as of 31 December 2014 the respective dates thereof and the consolidated results of the Seller’s operations and cash flows for the periods indicated. 3.7.4 The Seller maintains a system of internal accounting controls that are sufficient to provide reasonable assurance that: (the “Management Accounts”). The Financial Statements comply i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the United KingdomSeller Accounting Principles and to maintain asset accountability; (iii) access to property is permitted only in accordance with management’s Companies Xxx 0000 general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 3.7.5 All of the financial books and records of the Seller are complete and accurate in all material respects and have been prepared on a proper maintained in the ordinary course consistent with past practice and consistent basis in accordance with UK GAAPapplicable Laws. 3.7.6 Since the Seller Interim Financials, neither the Seller (including any director, officer or employee thereof) nor the Seller’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Seller, or (ii) any fraud, whether or not material, that involves the Seller’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Seller, and give a true and fair view no written complaint, allegation, assertion or claim regarding any of the assets, liabilities foregoing or that the Seller has engaged in questionable accounting or auditing practices has been received by the Seller. 3.7.7 The Seller has never been subject to the reporting requirements of Sections 13(a) and state of affairs 15(d) of the Company and each Company Subsidiary as at Exchange Act. 3.7.8 To the dates indicated therein and extent required for inclusion in any filings with the SEC, the financial statements of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP Seller will comply in all material respectsrespects with the Securities Act, to Regulation S-X and the extent applicable, published general rules and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member regulations of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target GroupSEC.

Financial Statements; Books and Records. (ai) Sellers have delivered to FID or its counsel true, correct and complete Schedule 3.1(f)(i) contains copies of (i) the audited unaudited consolidated balance sheet sheets of the Acquired Business as of December 31, 2015 and December 31, 2016 (the “Balance Sheet Date”) and the related unaudited consolidated statements of profit and loss account of the Company as of 31st March 2014 and Acquired Business for years then- ended, (ii) the unaudited balance sheet of the Acquired Company as of December 31, 2015 and statement the Balance Sheet Date, and the related unaudited statements of profit and loss of the Acquired Company 31 December 2014 for the years then-ended, (iii) the unaudited consolidated balance sheet of the Acquired Business as of September 30, 2017 and the related unaudited consolidated statement of profit and loss for the nine (9) month period then-ended (September 30, 2017 being the “Unaudited Balance SheetReference Date”), and (all iv) the unaudited balance sheet of the foregoing Acquired Company as of the Reference Date and the related unaudited statement of profit and loss for the nine (9) month period then-ended (such financial statements accounts of in the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 foregoing clauses (if the relevant company was in existence on 30 June 2013i) through (iv), the “Financial Statements”). (ii) Except expressly as set forth in Schedule 3.1(f)(ii), the Financial Statements have been prepared from the books and (iii) the management accounts records of the Companies Acquired Business and each Company Subsidiary the Acquired Company, as of 31 December 2014 applicable, and in conformity with GAAP (as modified by the “Management Accounts”)Accounting Principles) applied on a consistent basis throughout the periods indicated therein. The Financial Statements comply with fairly and accurately present in all material respects the United Kingdom’s Companies Xxx 0000 financial condition and have been prepared results of operations of the Acquired Business and the Acquired Company on a proper consolidated basis as of their respective dates and consistent basis for the respective periods covered thereby. Parent, Vectron, the Equity Seller, the Acquired Company and the Asset Sellers have in accordance with UK GAAP, place systems and give a true processes that are designed and fair view adequate to (x) provide reasonable assurances regarding the reliability of the assetsFinancial Statements and (y) in a timely manner, liabilities accumulate and state communicate to the Acquired Business’s and the Acquired Company’s principal executive officers and principal financial officers the type of affairs information that is required to be disclosed in the Financial Statements. None of Parent, Vectron, the Equity Seller, any other Asset Seller or the Acquired Company nor, to Vectron’s knowledge, any employee, auditor, accountant or representative of any of the Company foregoing, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the inadequacy of such systems and each Company Subsidiary as at processes or the dates indicated therein and accuracy or integrity of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingFinancial Statements. (biii) All accountsExcept (A) as expressly set forth in Schedule 3.1(f)(iii), books(B) to the extent expressly set forth in the Financial Statements, (C) for Liabilities incurred in the ordinary course of business since the Reference Date and (D) for performance obligations under Contracts entered into in the ordinary course of business, the Acquired Business (excluding, for the avoidance of doubt, the Excluded Liabilities) does not have, and the Assumed Liabilities do not include, (iv) The books and records and ledgers of each member of the Target Group have been, Acquired Business and the Acquired Company are being, fully, properly correct and accurately maintained in accordance with UK GAAP complete in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.

Financial Statements; Books and Records. (a) Sellers have delivered The Company has provided to FID or its counsel true, the Buyer correct and complete copies of (i) the audited balance sheet statement of financial condition, statement of operations, statement of changes in member’s equity and profit statement of cash flows and loss account of the Company notes to such financial statements as of 31st March 2014 and for the fiscal years ended December 31, 2022 and 2021 (collectively, the “Audited Financial Statements”) filed with the SEC on Form X-17A-5 and (ii) the unaudited balance sheet statement of financial condition, statement of operations, statement of changes in member’s equity and statement of profit cash flows and loss notes to such financial statements as of and for the Company 31 fiscal year ended December 2014 31, 2023 (the “Unaudited Balance Sheet”)Financial Statements” and, (all of together with the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (Audited Financial Statements, the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared in conformity with GAAP consistently applied (except in each case as described in the notes thereto) and on a proper and consistent that basis fairly present in accordance with UK GAAPall material respects (subject, and give a true and fair view in the case of the assetsunaudited statements, liabilities to normal, recurring year end audit adjustments that are not material and state the absence of affairs footnote disclosures and other presentation items) the financial condition, results of operations and cash flows of the Company and each Company Subsidiary as at the dates indicated therein and of the profits respective dates thereof and losses for the respective periods indicated. The books of account and other similar financial books and records of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accountsmaintained, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to in accordance with good business practice in the extent applicableindustry in which they operate, are complete and any other applicable legal and accounting requirements and reflect only actual transactions, correct in all material respects and there are have been no material inaccuracies transactions that are required by either applicable regulatory requirements or discrepancies of any kind contained or reflected thereinby good business practice in the industry in which they operate to be set forth therein and which have not been so set forth. The minute Such books and records, among others, set forth the name of each member bank or brokerage firm with which the Company has an account or safe deposit box, vault, lockbox or other arrangement, the account number and description of each account at each bank or brokerage firm and the Target Group contain true, correct and complete records names of all minutes for Persons authorized to draw thereon or to have access thereto; and the names of all meetings and Persons, if any, holding Tax or other corporate actions powers of attorney from the members, board Company other than in the ordinary course of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do sobusiness. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct Correct and complete copies of the minute all such books and statutory registers of each member of the Target Group records have been provided made available to FID or its counsel by the relevant member of the Target GroupBuyer.

Financial Statements; Books and Records. (a) Sellers have delivered The Financial Statements are complete, are in accordance with the books and records of LLL, fairly present the Assets, Liabilities and financial condition and results of operations indicated thereby in accordance with GAAP consistently applied throughout the periods covered thereby. (b) Each of LLL and its Subsidiaries maintains a system of internal accounting controls sufficient to FID provide reasonable assurance that (i) transactions are executed with management's authorizations, (ii) transactions are recorded as necessary to permit preparation of LLL's or its counsel Subsidiaries, as the case may be, financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) The books and records of LLL and each of its Subsidiaries, in reasonable detail, accurately and fairly reflect the activities of LLL or its Subsidiaries, as the case may be, and the Business and have been made available to SoftNet for its inspection. (d) None of LLL or any of its Subsidiaries has engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts or funds which have been and are reflected in the normally maintained books and records of LLL and its Subsidiaries. (e) The stock records and minute books of LLL and its Subsidiaries heretofore made available to SoftNet fully reflect all minutes of meetings, resolutions and other actions and proceedings of the shareholders and board of directors and all committees thereof of LLL and its Subsidiaries, all issuances, transfers and redemptions of the capital stock of LLL and its Subsidiaries of which LLL or Sellers are aware and contain true, correct and complete copies of (i) the audited balance sheet Articles of Incorporation and profit Bylaws and loss account all amendments thereto of LLL and its Subsidiaries through the Company as of 31st March 2014 and (ii) the unaudited balance sheet and statement of profit and loss of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingdate hereof. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, correct Included in the Sellers' Disclosure Schedule are complete and complete accurate copies of (i) the audited balance sheet and profit and loss account of sheets for the Company as at December 31, 2002, 2001 and 2000 and the related statements of 31st March 2014 income, changes in the Shareholders' equity and cash flows for the one-year periods then ended (the "COMPANY ANNUAL FINANCIAL STATEMENTS"), and (ii) the unaudited balance sheet and statement of profit and loss of for the Company 31 December 2014 at May 31, 2003 and the related statements of income, changes in the Shareholders' equity and cash flows for the five-month period then ended (the “Unaudited Balance Sheet”)"COMPANY INTERIM FINANCIAL STATEMENTS" and, (all of the foregoing financial statements accounts of together with the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Annual Financial Statements”) and (iii) , the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”"COMPANY FINANCIAL STATEMENTS"). The Company Financial Statements comply with the United Kingdom’s Companies Xxx 0000 are accurate in all material respects and have been prepared on a proper and consistent basis in accordance with UK GAAPpresent fairly, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, the financial position of the Company as of the dates thereof, and the results of operations and cash flows of the Company for the periods covered thereby. The Company Annual Financial Statements have been prepared in accordance with GAAP consistently applied, but subject to the methodologies and criteria utilized by the Company in the past as set forth in the notes to the Company Financial Statements or on the Sellers' Disclosure Schedule. The Company Interim Financial Statements are accurate and were prepared using the same methodologies, assumptions and accounting practices as were used in preparing the Company Annual Financial Statements, except to the extent applicablenoted in the Company Interim Financial Statements or on the Sellers' Disclosure Schedule. The Company's books and records have been maintained in the Company's usual, regular and ordinary manner and are complete and accurate in all material respects, and any other applicable legal and accounting requirements and reflect only actual transactions, and there all material transactions to which the Company has been a party are no material inaccuracies or discrepancies of any kind contained or properly reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.

Financial Statements; Books and Records. (aDisclosure Schedule 4.2(a) Sellers have delivered to FID or its counsel true, contains true and correct and complete copies of (i) the audited balance sheet and profit and loss account of the Company as of 31st March 2014 Annual Financial Statements and (ii) the unaudited internally generated, balance sheet and statement of profit and loss of the Company 31 December 2014 (the “Unaudited Interim Balance Sheet”)) for each Seller at January 31, 2014, and the related statement of income for the one-month period then ended (all of collectively, with the foregoing financial statements accounts of Interim Balance Sheet, the Company “Interim Financial Statements”, and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if together with the relevant company was in existence on 30 June 2013) (Annual Financial Statements, the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAPAgreed Principles and fairly present, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, the financial position of each Seller as of the dates thereof and the results of each Seller’s operations and cash flows for the periods then ended. Each Seller maintains a standard system of accounting, including without limitation internal accounting controls, established and administered in accordance with GAAP. There are no off-balance sheet transactions, arrangements, obligations, or relationships attributable to the extent applicableBusiness that may have a Material Adverse Effect on the financial condition, and any other applicable legal and accounting requirements and reflect only actual transactionsresults of operations, and there are no material inaccuracies liquidity or discrepancies of any kind contained or reflected therein. The minute books of each member capital resources, of the Target Group contain true, correct Business. Each Seller’s books and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof)without limitation, members all financial records, business records, minute books, equity transfer records, client lists, referral source lists and managers of each member of records pertaining to Products) (i) are complete and correct in all material respects and all transactions to which such Seller is or has been a party are accurately reflected therein in accordance with the Target GroupAgreed Principles, as applicable(ii) reflect all discounts, returns and allowances granted by such Seller with respect to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuancesperiods covered thereby, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group (iii) have been provided to FID or its counsel by maintained in accordance with commercially reasonable business practices for the relevant member Business in all material respects, (iv) form the basis for the Financial Statements and (v) accurately reflect in all material respects the assets, liabilities, financial position, results of operations and cash flows of such Seller in accordance with the Target GroupAgreed Principles.

Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel Attached hereto as Schedule 2.5(a) are true, complete, and correct and complete copies of the (i) the audited unaudited consolidated balance sheet sheets and profit and loss account statements of income of the Company and its Subsidiaries as of 31st March 2014 and for the fiscal years ended May 30, 2021 and May 29, 2022, and (ii) the unaudited consolidated balance sheet and statement statements of profit and loss of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts income of the Company and each Company Subsidiary its Subsidiaries as of December 25, 2022 (the “Balance Sheet Date”), reflecting the six (6)-month period then ended (the “Balance Sheet” and any notes thereto are hereinafter collectively together with the balance sheets and statements in clauses (i) and (ii) above being referred to collectively as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and (A) have been prepared on a proper and consistent basis in accordance with UK GAAPfrom, and give a true are consistent with, the books and fair view of the assets, liabilities and state of affairs records of the Company and each Company Subsidiary as at its Subsidiaries (which books and records are true, complete, and correct in all material respects), (B) fairly present in all material respects the dates indicated therein and of the profits and losses financial position of the Company and each Company Subsidiary its Subsidiaries as of the dates thereof and the related operating results and cash flows for the periods therein specified. The Management Accounts then ended, and (C) have been prepared in accordance with reasonable diligence and are not materially misleadingGAAP consistently applied throughout the periods covered thereby. (b) All accountsSchedule 2.5(b) contains a true, bookscorrect, records and ledgers complete list of each member all Indebtedness of the Target Group have beenCompany and its Subsidiaries as of the date of this Agreement and identifies, for each item of Indebtedness for borrowed money, the outstanding principal amount and maturity date. (c) All Receivables that are being, fully, properly reflected on the Balance Sheet or were incurred following the Balance Sheet Date arose out of performance of services or delivery of goods by the Company or one of its Subsidiaries and accurately maintained represent valid obligations arising from sales actually made or services actually performed by the Company or one of its Subsidiaries. All of the Receivables are collectible in accordance with UK GAAP their respective terms and, in all material respectseach case, in the aggregate amounts thereof recorded on the books of the Company and its Subsidiaries in accordance with GAAP, and there has been no contest or claim, nor is there any right of set-off, under any agreement with any obligor of any Receivables relating to the amount or validity of such Receivable (except, in each case, to the extent applicableof the reserves for uncollectible Receivables are included in the Financial Statements, plus a customary reserve for the period since the date of the Balance Sheet established on a basis consistent with prior periods). (d) All accounts payable related to the Business that are reflected on the Balance Sheet or were incurred following the Balance Sheet Date are payable in accordance with their respective terms and, in each case, in the aggregate amounts thereof recorded on the books of the Company and its Subsidiaries in accordance with GAAP. All such accounts payable are the result of bona fide transactions in the ordinary course of business, represent valid obligations of the Company or one of its Subsidiaries, and any other applicable legal have been paid or are not yet due and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors payable (including committees thereof), members and managers of each member of the Target Group, as applicable, except to the extent they are legally required to do so. The statutory registers of each member of reflected in the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target GroupEstimated Closing Net Working Capital).

Financial Statements; Books and Records. (a) Sellers have The Company has delivered to FID or its counsel true, correct Parent true and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheet and profit and loss account of the Company as of 31st March 2014 and December 31, 2011 (the “Audited Balance Sheet”); (ii) the unaudited balance sheet related audited consolidated statements of operations, stockholders’ equity and statement of profit and loss of cash flows for the Company 31 year ended December 2014 31, 2011 (including the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013thereto) (the “Audited Financial Statements”) ), together with the Report of Independent Accountants thereon; and (iii) the management accounts unaudited consolidated balance sheet of the Companies and each Company Subsidiary as of 31 December 2014 June 30, 2012 (the “Management AccountsInterim Balance Sheet”). The Financial Statements comply with ) and the United Kingdom’s Companies Xxx 0000 related unaudited consolidated statements of operations and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary cash flows for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleadingsix months ended June 30, 2012. (b) All accountsThe Financial Statements fairly present, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, the consolidated financial condition and the consolidated results of operations, changes in stockholders’ equity and cash flow of the Company and its Subsidiaries as at the respective dates of and for the periods referred to in such Financial Statements, and were prepared in accordance Table of Contents with GAAP applied on a consistent basis during the periods presented, subject, in the case of unaudited financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material in amount or effect) and the absence of a statement of stockholders’ equity and notes. The Financial Statements were compiled from and are in accordance with the books and records of the Company and its Subsidiaries. (c) Except as set forth in Section 4.6(c) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any Liabilities of the nature required by GAAP to be disclosed or reflected in the Financial Statements other than those (i) that are reflected in, reserved against or otherwise described in the Financial Statements or that arose after the date of the Interim Balance Sheet in the Ordinary Course of Business or (ii) that individually, or in the aggregate, are not material to the extent applicableCompany and its Subsidiaries, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, taken as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Groupa whole.

Financial Statements; Books and Records. (ai) Sellers have delivered to FID or its counsel trueThe Company has provided Xxxxxxx with the following financial statements, correct and complete copies of which are set forth on Section 3.1(f) of the Disclosure Schedule (icollectively the "Financial Statements"): (A) the audited consolidated and consolidating balance sheet and profit related statements of income and loss account of changes in shareholders' equity for the Company as of 31st and for the forty (40) week period ended January 3, 1998, the fiscal year ended March 2014 29, 1997 and the fiscal year ended March 31, 1996 (January 3, 1998 being the "Most Recent Fiscal Year End"), each audited by the Company Accountants, and (iiB) the unaudited consolidated and consolidating balance sheet and statement related statements of profit and loss of income for the Company 31 December 2014 as of and for the eleven months ended November 7, 1998 and year to date (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”"Latest Financials"). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 are correct and complete in all material respects and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view except, in the case of the assetsLatest Financials, liabilities for the absence of footnotes and state normal year-end adjustments. The Financial Statements fairly present, on such basis, the consolidated financial condition and results of affairs operations of the Company and each Company Subsidiary its Subsidiaries as at the dates indicated therein and of the profits times and losses for the periods referred to therein. (ii) The Company's and its Subsidiaries' books and records are and have been properly prepared and maintained in form and substance adequate for preparing audited financial statements in accordance with GAAP, and fairly and accurately reflect in accordance with GAAP all of the assets and Liabilities of the Company and each its Subsidiaries and all contracts and transactions to which the Company Subsidiary for or any of its Subsidiaries is or was a party or by which the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading. (b) All accounts, books, records and ledgers Company or any of each member its Subsidiaries or any of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies their respective business or discrepancies of any kind contained assets is or reflected thereinwas affected. The minute books of each member and related records of the Target Group contain true, correct Company and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. Trueits Subsidiaries, correct and complete copies of the minute books which have been made available to Xxxxxxx, correctly reflect all resolutions adopted and statutory registers of each member all other material corporate actions taken at all meetings or through consents of the Target Group have been provided to FID or its counsel by directors (including committees thereof) and the relevant member of the Target Groupshareholders.