Common use of Financial Statements; No Undisclosed Liabilities Clause in Contracts

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Section 3.4 of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31April 25, 20192021 and April 24, December 31, 2018 and December 31, 2017, 2022 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports shall be unqualified) (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September April 30, 2020, 2023 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operations, members’ (deficit) equity comprehensive loss and cash flows of ECGfor the twelve (12)-month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes theretothereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; (iii) in the case of the Audited Financial Statements, were audited in accordance with the standards of the PCAOB by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act and contain an unqualified report of the Group Companies’ auditors; and (ziv) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except except, in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, in and (y) that the case of the Interim Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (x) and (y), which are not expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued in amount or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenseseffect. (c) The books of account and other financial records of the Enhanced Entities are true Company and correct in all material respects and its Subsidiaries have been prepared and are maintained kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions and the revenues, expenses, assets and liabilities of the Company and its Subsidiaries have been properly recorded therein in all material respects. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with sound accounting practicethe general or specific authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ properties or assets (collectively, “Internal Controls”). (d) Except as None of the Group Companies, their respective independent accountants or board of directors (or the audit committees thereof) of the Group Companies has identified or been made aware of any (i) “significant deficiency” in the Internal Controls of any Group Company, (ii) “material weakness” in the Internal Controls of any Group Company, (iii) fraud, whether or not material, that involves management or other employees of any Group Company who have a significant role in the Internal Controls of any Group Company or (iv) complaints regarding a violation of accounting procedures, internal accounting controls or auditing matters, including from employees of any Group Company or any of its subsidiaries regarding questionable accounting, auditing or legal compliance matters. (e) No Group Company has any Liabilities of any nature whatsoever that would be required to be reflected on the Unaudited Financial Statements prepared in accordance with GAAP, except (i) Liabilities expressly set forth in Schedule 3.6(dor reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of Contract or infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, including those arising in compliance with Section 5.1; or (iv) for fees, costs and expenses (including Company Expenses) for advisors and Affiliates of the Group Companies, including with respect to legal, accounting or other advisors incurred by the Group Companies in connection with the transactions contemplated by this Agreement. (f) No Group Company is a party to, or has any commitment to become a party to any joint venture, off-balance sheet partnership or any similar contract, including any contract or arrangement relating to any transaction or relationship between or among the Group Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303 of Regulation S-K of the Exchange Act), no Enhanced Entity has entered into any undertaking, guarantee where the purpose or similar agreement on behalf intended effect of such arrangement is to avoid disclosure of any GP Entity, Seller, any present or former employee, officermaterial transaction involving, or director of an Enhanced Entity in respect of any capital commitmentmaterial liabilities of, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the CompanyGroup Companies.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the The audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated financial statements of operations, members’ the Company (deficit) equity and cash flows of ECG, together with all including any related notes thereto) included in the SEC Reports complied, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31their respective dates, 2019with applicable accounting requirements, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been were prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and (z) fairly present, present in all material respects, respects the consolidated financial position, results position of the Company and the Subsidiaries at the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein. The unaudited consolidated financial statements of the Company (including any related notes thereto) for all interim periods included in the SEC Reports complied, as of their respective dates, with applicable Enhanced Entities accounting requirements, have been prepared in accordance with GAAP as in effect on the dates of such financial statements, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries at of the respective dates thereof and the consolidated statements of operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, (subject to normal and recurring yearperiod-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesadjustments). (b) Except (i) as and to the extent adequately accrued set forth, reflected or reserved against in the unaudited consolidated balance sheet (including the notes thereto) of ECG or ECP the Company included in the Company’s Form 10-K for the 2007 calendar year, as of September 30amended, 2020 (collectively, the “Reference Balance SheetCompany 2007 Form 10-K”), none of the Enhanced Entities has any liability ) or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except (ii) for (i) liabilities and obligationsobligations incurred since December 31, incurred 2007 in the ordinary course of business consistent with past practice since practice, neither the date Company nor any Subsidiary has any liabilities or obligations of the Reference Balance Sheetany nature (whether known or unknown, (iiaccrued, absolute, contingent or otherwise and whether due or to become due) except for such liabilities and obligations that are which would not, individually or in the aggregate, reasonably be expected to be material to the Enhanced EntitiesCompany and the Subsidiaries, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Correct and complete copies of the unaudited combined balance sheet of the TS Business as at July 2, 2016 (ithe “Balance Sheet”) the audited consolidated balance sheetsand June 27, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, 2015 and the related audited consolidated unaudited combined statements of operations, members’ (deficit) equity income and cash flows for each of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, periods then ended and the related audited consolidated statements of operationsfiscal year ended June 28, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2014 (the foregoing clauses (i) and (ii) collectively referred to as the “Unaudited Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) Section 3.7 of the Seller Disclosure Schedules. Each of the Unaudited Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with were derived from the books and records of the applicable Enhanced EntitiesSeller and its Affiliates and fairly presents, in all material respects, the combined financial position and results of operations of the TS Business as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP, except for as described in such Unaudited Financial Statements, applied on a consistent basis throughout the periods covered thereby. (yb) The Audited Financial Statements will have been prepared derived from the books and records of the Seller and its Affiliates and will fairly present, in all material respects, the combined financial position and results of operations of the TS Business as at the respective dates thereof and for the respective periods indicated therein in accordance with GAAP applied on a consistent basis throughout the periods indicated covered thereby. (except as may c) There are no Liabilities of the TS Business or the Companies or their Subsidiaries of a type required to be indicated reflected or reserved for on a combined balance sheet of the TS Business or in the notes theretothereto prepared in accordance with GAAP, except for (i) Liabilities reflected or reserved for on the Balance Sheet, (ii) Liabilities that have arisen since July 2, 2016 in the ordinary course of the operation of the TS Business consistent with past practice, (iii) Liabilities arising out of or in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, and (ziv) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will notLiabilities, individually or in the aggregate, be material that have not had and the absence of footnoteswould not have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the (i) the audited consolidated financial statements (including balance sheetssheet and related statement of income and notes thereto), including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, membersshareholders’ (deficit) equity and cash flows of ECGPalladium for the fiscal year ended September 30, together with all related notes thereto2007, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated financial statements (including balance sheets, including the schedules sheet and related statement of investments, of ECP as of December 31, 2019, December 31, 2018 income and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto), accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, membersshareholders’ (deficit) equity and cash flows of ECGPallinvest SAS for the fiscal year ended Xxxxx 00, together with all 0000, (xxx) financial statements (including balance sheet and related notes theretostatement of income), shareholders’ equity and cash flows of SC Spitfire Finance for the fiscal year ended December 31, 2007 and (iv) unaudited accounts for Vantage Finance SAS covering the unaudited consolidated balance sheetperiod beginning as at the date of creation of the company and ending on December 31, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, 2007 (together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred financial statements delivered pursuant to as Section 5.19, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules3.8(a). Each of the Financial Statements (i) gives a true and the Interim Financial Statements fair view (xsont réguliers et sincères et donnent une image fidèle) have been prepared in accordance with the books and records of the applicable Enhanced Entitiesfinancial position of the relevant company, (yii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities relevant company, as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotestherein. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated respective balance sheet of ECG or ECP as of September 30sheets included in the Financial Statements (such balance sheets, 2020 (collectivelytogether with all related notes and schedules thereto, the “Reference Balance SheetSheets”), none of the Enhanced Entities Company’s Subsidiaries has any liability Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of such Subsidiary or disclosed in the notes thereto, except for Liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the respective Balance Sheets, that are not, individually or in the aggregate, material to such Subsidiary. (c) Except as set forth in Schedule 3.8(c), the Company does not have any Liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (cd) The books of account and financial records of the Enhanced Entities Company’s Subsidiaries are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to Purchaser its audited, consolidated financial statements for fiscal year 2015, its unaudited, consolidated financial statements for fiscal year 2016 and complete copies of its unaudited, consolidated financial statements for the three-month period ended March 31, 2017 (i) the audited consolidated including, in each case, balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationscash flows) (collectively, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), which are attached hereto included as Schedule 3.6(a2.4(a) of the Company Disclosure SchedulesLetter. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared are derived from and in accordance with the books and records of the applicable Enhanced EntitiesGroup Companies, (yii) have been fairly present in all material respects the consolidated financial condition of the Group Companies at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount) and (iii) were prepared in accordance with GAAP GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved. (except as may be indicated b) The Company has no Liabilities of any nature required to have been included in the notes theretoFinancial Statements in accordance with GAAP other than (i) and those set forth or adequately provided for in the balance sheet included in the Financial Statements as of March 31, 2017 (zthe “Company Balance Sheet”), (ii) fairly present, those incurred in all material respects, the consolidated financial position, results of operations and cash flows conduct of the applicable Enhanced Entities as Company’s business since March 31, 2017 (the “Company Balance Sheet Date”) in the ordinary course consistent with past practice that are of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments type that will notordinarily recur and, individually or in the aggregate, be are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the absence Company in connection with the execution of footnotes. (b) this Agreement. Except as and to the extent adequately accrued or reserved against for Liabilities reflected in the unaudited consolidated Financial Statements, the Company has no off-balance sheet Liability of ECG any nature to, or ECP as of September 30any financial interest in, 2020 (collectivelyany third parties or entities, the “Reference purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet”), none Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the Enhanced Entities foregoing, the Company has never guaranteed any liability debt or other obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesother Person. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceCompany has no indebtedness for money borrowed (“Company Debt”). (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest2.4(d) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The Company has in place systems and processes that are reasonable and appropriate for companies at the same stage of development as the Company designed to (i) provide reasonable assurances regarding the accuracy of the Financial Statements and (ii) in a timely manner accumulate and communicate to the Company’s principal executive officers the type of information that would be required to be disclosed in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and complete copies of its unaudited financial statements for the eight-month period ended February 28, 2017 (i) the audited consolidated including, in each case, balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationscash flows) (collectively, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), which are attached hereto included as Schedule 3.6(a2.4(a) of the Company Disclosure SchedulesLetter. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared are derived from and in accordance with the books and records of the applicable Enhanced EntitiesCompany, (yii) have been complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved. (except as may be indicated b) The Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the notes thereto) and balance sheet included in the Financial Statements as of February 28, 2017 (z) fairly present, in all material respectssuch date, the consolidated financial position“Company Balance Sheet Date” and such balance sheet, results of operations and cash flows the “Company Balance Sheet”), (ii) those incurred in the conduct of the applicable Enhanced Entities as Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that are of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments type that will notordinarily recur and, individually or in the aggregate, be are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the absence Company in connection with the execution of footnotesthis Agreement. Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (bc) Except as Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet complete list of ECG or ECP as all Company Debt, including, for each item of September 30, 2020 (collectivelyCompany Debt, the “Reference Balance Sheet”)agreement governing the Company Debt and the interest rate, none maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Enhanced Entities has any liability Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom and/or to electronically transfer funds or obligation make inquiries with respect to such accounts. (e) The accounts receivable of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice since and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the date book amounts thereof within 90 days following the Closing Date, less an amount not in excess of the Reference allowance for doubtful accounts provided for in the Company Balance SheetSheet or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) liabilities represented or shall represent bona fide claims against debtors for sales and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or other charges and (iii) liabilities and obligations included have been collected or are collectible in the computation book amounts thereof within 90 days following the Closing Date, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of Transaction Expensesthe applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance, other than Permitted Encumbrances, on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Closing Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Closing Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (cf) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (v) that the amount recorded for assets on the books of account and financial records of the Enhanced Entities are true Company is compared with the existing assets at reasonable intervals and correct in appropriate action is taken with respect to any differences. Schedule 2.4(f) of the Company Disclosure Letter lists, and the Company has made available to Acquirer copies of, all material respects written descriptions of, and have been prepared all policies, manuals and are maintained in all material respects in accordance with sound other documents promulgating, such internal accounting practice. (d) Except as set forth in Schedule 3.6(d)controls. None of the Company and, no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf to the knowledge of any GP Entity, Sellerthe Company, any present current or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to the Company Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no material change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) True Section 3.05 of the Seller Disclosure Letter sets forth true and complete copies of of: (i) the audited consolidated balance sheetssheets of JFL-NRC Holdings, including the consolidated schedules of investments, of ECG LLC and its Subsidiaries as of at December 31, 2019, December 31, 2018 2016 and December 31, 2017, 2017 and the related audited consolidated statements of operations, members’ comprehensive loss, changes in member’s (deficit) equity deficit)/equity, and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and for each 12-month period then ended; (ii) the audited consolidated balance sheetssheets of SES Holdco, including the schedules of investments, of ECP LLC and its Subsidiaries as of at December 31, 2019, December 31, 2018 2016 and December 31, 2017, 2017 and the related audited consolidated statements of operations, changes in members’ deficit capital, and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and for each 12-month period then ended; (iii) the unaudited consolidated balance sheetsheet of JFL-NRC Holdings, including LLC and its Subsidiaries as at the consolidated schedule of investments, of ECG as of September 30, 2020, Balance Sheet Date and the related consolidated statements statement of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, operations for the three-month period then ended; and (iv) the unaudited consolidated balance sheetsheet of SES Holdco, including LLC and its Subsidiaries as at the consolidated schedule of investments, of ECP as of September 30, 2020, Balance Sheet Date and the related consolidated statement of operations for the three-month period then ended (all such financial statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing referred to in clauses (iiii) and through (iv) collectively referred to as ), collectively, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced EntitiesAcquired Entities in all material respects, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) thereto and except, in the case of unaudited Financial Statements, for the absence of footnotes and subject to customary year-end adjustments (including year-end reserve, accrual and tax accounting adjustments), and (ziii) fairly present, in all material respects, the consolidated financial position, results position of operations and cash flows of the such applicable Enhanced Acquired Entities as of the respective dates thereof and their consolidated results of operations for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim unaudited Financial Statements, to normal the absence of footnotes and recurring to customary year-end adjustments that will not(including year-end reserve, individually or in the aggregate, be material accrual and the absence of footnotestax accounting adjustments)). (bc) Except as and to the extent adequately accrued for matters reflected or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 Financial Statements (collectively, including the “Reference Balance Sheet”notes thereto), none of neither the Enhanced Entities Company nor any Subsidiary has any liability or obligation liabilities of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, nature that would be required by GAAP under GAAP, as in effect on the date of this Agreement, to be reflected in on a consolidated balance sheet of an Enhanced EntityAcquired Entity (including the notes thereto), except for liabilities that (i) liabilities and obligations, were incurred in the ordinary course of business consistent with past practice since the date of such balance sheet in the Reference Balance SheetOrdinary Course of Business (none of which results from or arises out of any material breach of or material default under any contract, material breach of warranty, tort, material infringement or material violation of applicable Law), (ii) liabilities and obligations that are notincurred in connection with the Transactions, individually or in the aggregate, (iii) would be material to the Enhanced Acquired Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.4 are Sellers’ and complete copies of (i) the its Subsidiaries’ audited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheet as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 20202023, and the related consolidated statements of operations, members’ (deficit) equity and comprehensive loss, cash flows of ECGand deficit for the fiscal year then ended (collectively, together with all related notes thereto, the “Audited Financial Statements”) and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP sheets as of September June 30, 2020, 2024 and the related consolidated statements of operations, members’ deficit and comprehensive loss, cash flows and deficit for the portion of ECPthe fiscal year then ended (the “Unaudited Financial Statements” and, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as Audited Financial Statements, the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subjectand, in the case of the Interim Unaudited Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none of which are material, individually or in the aggregate) and (ii) the absence of notes (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements), and such Financial Statements fairly present in all material respects the consolidated financial position of Sellers and their Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown. (b) Sellers have no Liabilities, required by GAAP to be disclosed or reflected on or reserved on a consolidated balance sheet (or the notes thereto) prepared in accordance with GAAP, except for Liabilities (i) reflected and reserved for in the Financial Statements, (ii) incurred in the Ordinary Course since June 30, 2024, (iii) that will notare Excluded Liabilities, (iv) arising out of or incurred in connection with this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby, (v) that are not and would not reasonably be expected to be material, individually or in the aggregate, be material and (vi) arising from the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none commencement of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Bankruptcy Cases or (iiivii) liabilities and obligations included in the computation of Transaction Expensesdisclosed on Schedule 3.4(b). (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Group Companies as of December 31, 2019, December 31, 2018 2020 and December 313, 2017, 2021 and the their related audited consolidated statements of operationsincome, members’ (deficit) shareholders' equity and cash flows of ECGflows, together with all related notes thereto, accompanied by and schedules thereto and the reports thereon of ECG’s the Seller's independent auditors, auditors (the "Financial Statements") and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Group Companies as of December March 31, 2019, December 31, 2018 and December 31, 2017, 2022 and the related audited unaudited consolidated statements of operationsincome, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) shareholders' equity and cash flows of ECGthe Group Companies (collectively, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim "First Quarter Financial Statements”"), which are attached hereto as Schedule 3.6(aSection 3.7 (a) of the Disclosure SchedulesSchedule. Each of the Financial Statements and the Interim First Quarter Financial Statements (xi) have is correct and complete in all material respects, (ii) has been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods indicated (except as may be otherwise indicated in the notes thereto) Financial Statements and the First Quarter Financial Statements), and (ziii) fairly present, in all material respects, presents the consolidated financial positioncondition, results of operations and cash flows of the applicable Enhanced Entities Group Companies as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein indicated in the Financial Statements and subjectthe First Quarter Financial Statements, and in the case of the Interim First Quarter Financial Statements, is subject to normal and recurring year-end adjustments and the absence of footnotes, except that will such adjustments would not, individually or in the aggregate, be have a material and the absence of footnoteseffect. (b) Except as and to the extent adequately accrued fully provided for or reserved against in the unaudited audited consolidated balance sheet of ECG or ECP the Group Companies as of September 30December 31, 2020 2021 (collectivelysuch balance sheet, together with all related notes and schedules thereto, is collectively referred to as the “Reference "Balance Sheet”"), none of the Enhanced Entities no Group Companies has any liability liabilities or obligation obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether known or unknown, that would be not required by GAAP IFRS to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred the Group Companies or disclosed in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesnotes thereto. (c) The books of account and financial records of the Enhanced Entities Group Companies are true and correct in all material respects accurate, and have been prepared and are maintained in all material respects in accordance with sound good accounting practicepractices. (d) Except The Group Companies have implemented and maintained a system of internal accounting controls sufficient to provide reasonable assurance (i) that the financial reporting is reliable, (ii) that transactions have been recorded as set forth necessary to permit the Group Companies to prepare the Financial Statements, and (iii) that violations of anti-corruption, sanctions or export control Laws will be prevented, detected and obstructed. There has been no fraud in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation the past three (including in respect of capital contributions or “clawback” of carried interest3) years involving management or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director employees of the CompanyGroup Companies who play a significant role in internal financial reporting matters, whether or not material.

Financial Statements; No Undisclosed Liabilities. (a) True The Amber Entities have made available to ARYA true, correct and complete copies of (i) the audited consolidated unaudited combined balance sheets, including sheets of the consolidated schedules of investments, of ECG Business as of December 31June 30, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2021 (the foregoing clauses (i) and (ii) collectively referred to as the “Financial StatementsLatest Balance Sheet”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September June 30, 2020, and the related consolidated unaudited combined statements of operations, members’ (deficit) equity operations and comprehensive loss and cash flows of ECG, together with all related notes thereto, the Business for each of the six-month periods then ended and (ivii) the unaudited consolidated combined balance sheet, including sheets of the consolidated schedule of investments, of ECP Business as of September 30December 31, 20202020 and December 31, 2019, and the related consolidated unaudited combined statements of operationsoperations and comprehensive loss, members’ deficit and cash flows of ECP, together with all related notes thereto the Business for each year then ended (the foregoing clauses financial statements described in clause (iiia) and clause (iv) collectively referred to as b), collectively, the “Interim Financial Statements”), each of which are attached hereto as Schedule 3.6(ato Section 4.4(a) of the Amber Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xincluding the notes thereto) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yA) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes theretothereto and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are individually or in the aggregate material) and the absence of notes thereto), (zB) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Business as of at the respective dates date thereof and for the respective periods period indicated therein, except as otherwise noted therein and subject(subject to, in the case of the Interim Financial Statementsany unaudited financial statements, to normal and recurring year-year end audit adjustments that will not(none of which are, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”material)), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for and (iC) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct comply in all material respects with the applicable accounting requirements and have been prepared with the rules and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d)regulations of the SEC, no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation the Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as applicable) in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director effect as of the Companydate of this Agreement, at the time of filing the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement.

Financial Statements; No Undisclosed Liabilities. (a) True Section 3.05 of the Disclosure Letter sets forth true and complete copies of the following financial statements: (i) the audited consolidated combined balance sheetssheets of the Regional Sports Networks and Related Businesses (such entities and businesses, including collectively, the consolidated schedules “Audited Entities”) as of investmentsJune 30, 2018 (the “2018 Balance Sheet”) and June 30, 2017, and audited combined statements of ECG income and comprehensive income, combined statements of equity and combined statements of cash flows of the Audited Entities for the fiscal years ended June 30, 2018, 2017 and 2016, together with the notes thereto (collectively, the “Audited Financial Statements”), (ii) the unaudited combined balance sheet of the Audited Entities as of December 31, 2019, 2018 (the “Unaudited Balance Sheet”) and the unaudited combined statements of income and comprehensive income and unaudited combined statements of equity and unaudited combined statements of cash flows of the Audited Entities for the six-month periods ended December 31, 2018 and December 31, 20172017 (the “Unaudited Financial Statements”, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes theretothe Audited Financial Statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) an unaudited pro forma combined balance sheet of the Audited Entities (excluding YES Network Holding Company, LLC) as of December 31, 2018 (the “Pro Forma Balance Sheet”) and the unaudited consolidated balance sheetpro forma combined statements of income and comprehensive income of the Audited Entities (excluding YES Network Holding Company, including LLC) for the consolidated schedule of investmentssix-month periods ended December 31, of ECG as of September 2018 and 2017 and the fiscal year ended June 30, 20202018 (collectively, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Pro Forma Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xA) present fairly, in all material respects, the collective financial position and results of operations of the Audited Entities as of the dates thereof, and the periods referred to therein subject, in the case of the Unaudited Financial Statements, to the absence of footnote disclosure and to normal, recurring end-of-year adjustments, none of which are reasonably expected to be material in amount or significance individually or in the aggregate, and (B) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated covered thereby. The Pro Forma Financial Statements have been prepared in good faith based upon assumptions believed to have been reasonable when made and on a basis consistent with the Business’ historical financial statements (except for the pro forma adjustments specified therein), and present fairly in all material respects on a pro forma basis the collective financial position and results of operations of the Audited Entities (excluding YES Network Holding Company, LLC) as may be indicated of the dates thereof. (b) There are no Liabilities of the Transferred Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except for Liabilities (i) expressly disclosed, set forth or expressly reserved against on the face of the Pro Forma Balance Sheet or expressly described in the notes thereto, (ii) and (z) fairly present, incurred in all material respects, the consolidated financial position, results ordinary course of operations and cash flows business since the date of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments Pro Forma Balance Sheet or (iii) that will would not, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in have a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesMaterial Adverse Effect. (c) The books of account and financial records Except as set forth on Section 3.05(c) of the Enhanced Entities are true and correct in all Disclosure Letter, neither the Transferred Company nor any of its Subsidiaries has any (i) outstanding Indebtedness or (ii) Liens (other than Permitted Liens) on any of its material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceproperties or assets. (d) Except as set forth Neither the Transferred Company nor any of its Subsidiaries are party to, or have any obligations or liabilities in Schedule 3.6(d)respect of, no Enhanced Entity has entered into (i) any undertaking, guarantee earn-outs or similar agreement on behalf of arrangements or (ii) any GP Entityinterest rate protection agreements, Sellerinterest rate swap agreements, any present or former employee, officerforeign currency exchange agreements, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions other interest or “clawback” of carried interest) exchange rate hedging agreements or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companyarrangements.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Sellers have delivered to Purchaser copies of (iA) the audited reviewed consolidated balance sheetsstatement of assets, including liabilities and stockholder's equity, the consolidated schedules statement of investmentsrevenues and expenses, the consolidated statement of ECG stockholders' equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of the Companies as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto2008, accompanied by the reports report thereon of ECG’s independent auditorsXxxxx, and Xxxxxx & Co., P.C., Certified Public Accountants, (iiB) the audited unaudited consolidated balance sheets, including statement of assets and liabilities and the schedules unaudited statement of investments, income and expenses of ECP the Companies as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2009 (the foregoing clauses (i) and (ii) collectively referred to as the “"2009 Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto"), and (ivC) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Companies as of September 30February 28, 2020 2010 (collectively, the “Reference "Interim Balance Sheet”"). Items (A), none (B) and (C) in this Section 3.1(j) collectively are referred to herein as the "Company Financial Statements." The Company Financial Statements are all prepared on an income tax basis, not GAAP, but do include FAS 69 . Except as set forth in Schedule 3.1(j), as of the Enhanced Entities has any date of this Agreement, there is no liability or obligation of any naturekind, whether accrued, absolute, fixed, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for any Company other than (iW) liabilities and obligationsadequately reflected or reserved against in the Interim Balance Sheet, (X) liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2008, (Y) any such liabilities which would not be required to be presented in financial statements or the date notes thereto prepared in conformity with financial statements prepared on an income tax basis, in a manner consistent with past practice, in the preparation of the Reference Balance Sheet, (ii) liabilities 2009 Financial Statements and obligations that are notwhich, individually or in the aggregate, aggregate would not reasonably be expected to have a material to adverse effect on the Enhanced Entities, taken as a wholeany Company, or (iiiZ) liabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements, including the notes thereto, were prepared on an income tax basis, applied on a consistent basis throughout the periods covered thereby and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct 2009 Financial Statements fairly present in all material respects the financial position of the Companies covered thereby at the dates thereof and have been prepared and are maintained in all material respects the results of the operations of the Companies covered thereby for the periods indicated in accordance with sound accounting practiceincome tax basis accounting. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Schedule 3.16(a) contains true and complete copies of (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Target Companies as of December 31, 2019, December 31, 2018 2011 and December 31, 2017, 2012 and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECGfor the year ended December 31, together with all related 2010, 2011 and 2012, including any notes theretothereto (collectively, accompanied by the reports thereon of ECG’s independent auditors“Audited Financial Statements”), and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Target Companies as of September 30, 2020, 2013 (the “Interim Balance Sheet Date”) and the related unaudited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECG, together with all related notes thereto, and for the eight-month period then ended (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance conformity with GAAP (except in each case as described in the notes thereto) applied on a consistent basis throughout the periods indicated (except as may be indicated covered thereby using the same accounting principles, policies and methods historically used in connection with the notes thereto) calculation of the items reflected thereon and (z) fairly present, in all material respects, the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Target Companies (taken as a whole) as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of that the Interim Financial StatementsStatements omit footnotes and are subject to normal, to normal and recurring year-end adjustments and accruals necessary to present fairly the financial condition and results of operations of the Target Companies (taken as a whole). (b) The Target Companies do not have any Liabilities that will notare required by GAAP to be reflected on the Financial Statements that are not reflected or reserved against thereon or in the notes thereto other than: (i) Liabilities incurred since the Interim Balance Sheet Date in the Ordinary Course of Business; (ii) Liabilities incurred in connection with the Contemplated Transactions; (iii) as set forth on Schedule 3.16(b); and (iv) any other Liabilities which, individually or in the aggregate, be material and the absence of footnoteswould not have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Company has made available to Acquirer its consolidated unaudited financial statements for the last nine months of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of partial fiscal year ending December 31, 2019, 2019 and the entire fiscal year ending December 31, 2018 2020 (including, in each case, balance sheets and December 31, 2017, and the related audited consolidated statements of operationscash flows) (collectively, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), which are attached hereto included as Schedule 3.6(a2.4(a) of the Company Disclosure SchedulesLetter. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared are derived from and in accordance with the books and records of the applicable Enhanced EntitiesCompany, (yii) have been fairly and accurately present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period Financial Statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iii) are true, correct and complete in all materials respects and (iv) were prepared in accordance with GAAP GAAP, except that the Company does not comply with ASC606 regarding the recognition of Intellectual Property licensing revenue and for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved. (except as may be indicated b) The Company does not have any material Liabilities of any nature other than (i) those set forth or adequately provided for in the notes thereto) and balance sheet included in the Financial Statements as of March 31, 2021 (z) fairly present, in all material respectssuch date, the consolidated financial position“Company Balance Sheet Date” and such balance sheet, results of operations and cash flows the “Company Balance Sheet”), (ii) those incurred in the conduct of the applicable Enhanced Entities as Company’s business since the Company Balance Sheet Date in the ordinary course of business and consistent with past practice that are of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments type that will notordinarily recur and, individually or in the aggregate, be are not material in nature or amount and (iii) those incurred by the absence Company in connection with the execution of footnotesthis Agreement. (bc) Except as Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet complete list of ECG or ECP all Company Debt as of September 30the Agreement Date, 2020 including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (collectively, the “Reference Accounts Receivable”) as reflected on the Company Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to Sheet and as will be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice since and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the date book amounts thereof within one year following the Closing, less an amount not in excess of the Reference allowance for doubtful accounts provided for in the Company Balance Sheet, (ii) liabilities and obligations that are not, individually Sheet or in the aggregateCompany Closing Financial Certificate, material to as the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensescase may be. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True The consolidated financial statements of Nortek and complete copies of Nortek Holdings (including any notes and schedules thereto) included in the Company SEC Documents (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with from the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) have been prepared comply as to form in accordance all material respects with GAAP all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) are in conformity with United States generally accepted accounting principles as in effect as of the dates of such financial statements ("GAAP"), applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes theretothereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved and (ziv) fairly present, in all material respects, the consolidated financial positionposition of Nortek and Nortek Holdings, as the case may be, and its respective consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, are not expected to be material and the absence of footnotesin amount). (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated balance sheet (including the notes thereto) of Nortek included in its Annual Report on Form 10-K for the year ended December 31, 2001 (the "Company 10-K"), and (ii) liabilities and obligationsobligations incurred since December 31, incurred 2001 in the ordinary course of business consistent with past practice or in connection with the Transactions, the Company and its Subsidiaries did not have at December 31, 2001, and since such date the date Company and its Subsidiaries have not incurred, any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in the Reference Balance SheetCompany's financial statements in accordance with GAAP), (ii) except for such liabilities and obligations that are which would not, individually or in the aggregate, material reasonably be expected to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesCompany Material Adverse Effect. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Copies of the (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company and Subsidiaries as of at December 31, 20192004, December 312005, 2018 and December 31, 2017, 2006 and the related audited consolidated statements of operationsincome, membersstockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and Subsidiaries for the years then ended (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iiiii) the unaudited consolidated balance sheetsheets of the Company and its Subsidiaries as at February 28, including the consolidated schedule of investments, of ECG as of September 30, 2020, 2007 and the related consolidated statements of operations, members’ (deficit) equity income and cash flows follows of ECG, together with all related notes thereto, the Company and its Subsidiaries for the two months then ended (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Stub Period Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesCompany (except as may be indicated in the notes thereto), (y) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of at the respective dates thereof and for the respective periods indicated therein. Each of the Stub Period Financial Statements (A) has been prepared based on the books and records of the Company, except as otherwise noted therein (B) has been prepared in accordance with GAAP (which for purposes hereof shall be deemed not to apply to the calculation of Taxes nor to require the inclusion of footnotes) on a consistent basis throughout the period and subject(C) fairly presents, in all material respects, the case consolidated financial position, results of operations and cash flows of the Interim Company as at the respective dates thereof and for the respective periods indicated therein. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2006 is referred to herein as the “Balance Sheet” and December 31, 2006 is referred to herein as the “Balance Sheet Date.” (b) There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial StatementsStatements or the notes thereto, to normal and recurring year-end adjustments (ii) incurred since the date of the audited consolidated balance sheet of the Company as at December 31, 2006 in the ordinary course of business of the Company, (iii) for Taxes, or (iv) that will would not, individually or in the aggregate, reasonably be material and the absence of footnotesexpected to have a Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited unaudited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 2016 and December 31, 20172015, and the related audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and schedules thereto (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”), an audited consolidated balance sheet of the Company and its Subsidiaries as of April 30, 2017 (such balance sheet, together with all related notes and schedules thereto, the “April 2017 Balance Sheet”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September at June 30, 20202017, and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the six months then-ended, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and Statements, the April 2017 Balance Sheet, the Interim Financial Statements Statements, and, when delivered pursuant to Section 5.10(a), each set of the Pre-Closing Monthly Financial Statements, (xi) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial StatementsStatements and each set of Pre-Closing Monthly Financial Statements (when delivered pursuant to Section 5.10(a)), to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except As of the date hereof, except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company and its Subsidiaries as of September at April 30, 2020 (collectively2017, neither the “Reference Balance Sheet”), none Company nor any of the Enhanced Entities its Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Company and its Subsidiaries or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference April 2017 Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Company or (iii) liabilities and obligations included in the computation any of Transaction Expensesits Subsidiaries. (c) As of the Closing Date, except as and to the extent adequately accrued or reserved against in April 2017 Balance Sheet, neither the Company nor any of its Subsidiaries will have any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown and required by GAAP to be reflected in a consolidated balance sheet of the Company and its Subsidiaries or disclosed in the notes thereto, except for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the April 2017 Balance Sheet, that are not, individually or in the aggregate, material to the Company or any of its Subsidiaries. (d) The books of account and financial records of the Enhanced Entities Company and its Subsidiaries are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. The Company has not made any changes to its accounting practice since the date of the April 2017 Balance Sheet. (de) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director All accounts receivable and trade accounts of the Company and its Subsidiaries (the “Receivables”) are bona fide, legal, valid and binding obligations, and are enforceable in full at face value (net of 1.5% of the existing Receivables). All Receivables represent products delivered or services actually performed by Sellers in the conduct of the Business in the ordinary course and are fully collectible (net of 1.5% of the existing Receivables). Deferred revenues are presented on the Financial Statements and the April 2017 Balance Sheet, in accordance with GAAP, with respect to the Company’s and its Subsidiaries’ (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. Schedule 3.7(e)(i) of the Disclosure Schedules lists all Receivables as of April 30, 2017. Schedule 3.7(e)(ii) of the Disclosure Schedules lists all accounts payable of the Business as of April 30, 2017, together with an aging thereof. At the Closing Date, all accounts payable will have been incurred in exchange for goods or services delivered or rendered to Company or its Subsidiaries in the ordinary course of the Business.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Attached to Schedule 4.5(a) are copies of the following financial statements: (i) the audited consolidated unaudited combined balance sheets, including sheet of the consolidated schedules of investments, of ECG Companies as of December 31, 2019, December 31, 2018 and December 31, 20172004, and the related audited consolidated unaudited combined statements of operations, members’ (deficit) equity income and cash flows of ECGfor the year then ended, together with all related notes thereto, accompanied by (the reports thereon of ECG’s independent auditors"Unaudited Financial Statements"), and (ii) the audited consolidated unaudited combined balance sheets, including sheet of the schedules of investments, of ECP Companies as of December 31July 2, 2019, December 31, 2018 and December 31, 20172005 (the "Balance Sheet Date"), and the related audited consolidated unaudited combined statements of operations, members’ deficit income and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECP’s independent auditors six-month period then ended (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “"Interim Financial Statements”" and together with the Unaudited Financial Statements, the "Financial Statements"). Other than as set forth on Schedule 4.5(a)-1, are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompanies from which the Unaudited Financial Statements were prepared fairly present in all material respects the assets, liabilities and operations of the Companies and (y) the Unaudited Financial Statements are in conformity with such books and records. (b) Other than as set forth in Schedule 4.5(a)-1 and 4.5(b), the Financial Statements have been prepared by management in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may for the absence of footnote disclosure and customary year-end adjustments, none of which will be indicated in the notes theretomaterial) and (z) fairly present, in all material respects, the consolidated financial position, position and results of operations and cash flows of the applicable Enhanced Entities Companies as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesindicated. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30To Sellers' Knowledge, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities no Company has any liability or obligation of any nature, whether accrued, absolute, contingent contingent, direct, indirect, unliquidated or otherwise, and whether known due or unknownto become due, that would be required by GAAP to be which is not reflected in a consolidated balance sheet of an Enhanced Entitythe Financial Statements or disclosed in the notes thereto, except for those (i) liabilities and obligations, which were incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, or (ii) liabilities and obligations that which are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth described in Schedule 3.6(d4.5(c), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192017, December 31, 2018 and December 31, 2017, 2019 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports shall be unqualified) (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30, 2020, the Latest Balance Sheet Date (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the one month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (y) that the Audited Financial Statements and the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (z) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will required by GAAP, in each case of clauses (x), (y) or (z), which are not, expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued in amount or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenseseffect. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except for the Transaction Expenses, Liabilities incurred since the Latest Balance Sheet Date and Liabilities set forth on Schedule 3.4(e), (i) the Company (A) has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has no Liabilities in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP and (ii) the Company (A) was formed solely for the purpose of holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has not conducted any material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (C) has never engaged in any other activities other than incident to its ownership of the Company Subsidiaries and (D) has no Liabilities in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP. (f) Except as set forth in on Schedule 3.6(d3.4(f), no Enhanced Entity Group Company has entered into any undertaking, guarantee or similar agreement on behalf Liabilities of any GP Entitynature whatsoever in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, Sellerexcept (i) Liabilities expressly set forth in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, any present or former employeearises out of, officerrelates to, is in the nature of, or director was caused by any breach of an Enhanced Entity Contract or, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, other than those arising in compliance with Section 5.1; or (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (g) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Seller has made available to Purchaser prior to the date hereof copies of (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company as of at December 31, 20192018, December 31, 2018 2017 and December 31, 2017, 2016 and the related audited consolidated statements of operations, members’ (deficit) changes in shareholder’s equity and cash flows of ECGfor the fiscal years then ended, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited unaudited consolidated balance sheets, including sheets of the schedules of investments, of ECP Company as of at December 31, 20192018, December 31, 2018 2017 and December 31, 2017, 2016 and the related audited consolidated statements of operations, members’ deficit changes in shareholder’s equity and cash flows of ECGfor the fiscal years then ended (such financial statements, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “US GAAP Company Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of the Company as at October 31, including the consolidated schedule of investments, of ECG as of September 30, 2020, 2019 and the related consolidated statements of operations, members’ (deficit) operations and changes in shareholder’s equity and cash flows of ECGfor the ten (10) months then ended (collectively, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Company Financial Statements”), are attached hereto as Schedule 3.6(a. Subject to the notes thereto in the case of the Company Financial Statements set forth in clauses (i) and (ii) of the Disclosure Schedules. Each first sentence of this Section 4.06(a), the Company Financial Statements give a true and fair view in all material respects of the state of the Company and the Company Subsidiaries’ affairs as at the dates indicated and of the Company and the Company Subsidiaries’ profit for the applicable years then ended, subject to normal year-end adjustments in the case of the Company Financial Statements and set forth in clause (iii) of the Interim first sentence of this Section 4.06(a) (none of which is material, either individually or in the aggregate). The Company Financial Statements set forth in clause (xi) have been of the first sentence of this Section 4.06(a) were properly prepared in accordance with UK GAAP and applicable Law, and the Company Financial Statements set forth in clauses (ii) and (iii) of the first sentence of this Section 4.06(a) were properly prepared in accordance with US GAAP and applicable Law. The Company Financial Statements were derived from and are consistent with the books and records of the applicable Enhanced EntitiesCompany and the Company Subsidiaries, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretothereto in the case of the Company Financial Statements set forth in clauses (i) and (zii) fairly presentof the first sentence of this Section 4.06(a) and subject to normal year-end adjustments in the case of the Company Financial Statements set forth in clause (iii) of the first sentence of this Section 4.06(a) (none of which is material, either individually or in all material respectsthe aggregate). (b) Seller has made available to Purchaser prior to the date hereof copies of (i) the unaudited balance sheets of the Joint Ventures as at October 31, 2019, December 31, 2018, December 31, 2017 and December 31, 2016 and the related statements of operations (collectively, the consolidated “JV Financial Statements”). The JV Financial Statements (i) have been prepared in good faith, with due care and attention and consistent with the books and records of the respective Joint Ventures, and (ii) are not misleading and reasonably present the corresponding financial position, position and results of operations and cash flows of the applicable Enhanced Entities Joint Ventures as of the their respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and covered thereby subject, in the case of the Interim JV Financial StatementsStatements ended October 31, 2019, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesadjustments. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for those Liabilities (i) liabilities that are specifically reflected and obligationsadequately reserved against on the face of the most recent balance sheet included in the Company Financial Statements, or with respect to the Joint Ventures, the JV Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since the date October 31, 2019 (none of the Reference Balance Sheetwhich is material, (ii) liabilities and obligations that are not, either individually or in the aggregate, material and none of which relates to the Enhanced Entitiesa breach of Contract, taken as a wholebreach of warranty, tort or claim of infringement or violation of Law), (iii) liabilities and obligations included expressly contemplated or permitted by this Agreement or (iv) set forth in the computation of Transaction Expenses. (cSection 4.06(c) The books of account and financial records of the Enhanced Entities are true and correct in all Disclosure Schedule, the Acquired Companies have no material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceLiabilities. (d) Except as set forth in Section 4.06(d) of the Disclosure Schedule, none of the Acquired Companies has received any unresolved oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Acquired Companies, (ii) “material weakness” in the internal controls over financial reporting of the Acquired Companies or (iii) fraud, whether or not material, that involves management or other employees of the Acquired Companies who have a significant role in the internal controls over financial reporting of the Acquired Companies. (e) Other than the Joint Ventures, none of the Acquired Companies is party to, or has any commitment to become a party to, any joint venture, off-balance sheet, partnership or any similar contract (including any contract relating to any transaction or relationship between or among the Acquired Companies, on the one hand, and any Affiliate of Seller or any of its Subsidiaries, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any Off-Balance Sheet Liabilities. (f) Section 4.06(f) of the Disclosure Schedule 3.6(d)sets forth (i) the Unpaid Company Transaction Expenses of the Acquired Companies and Indebtedness of the Company and the Company Subsidiaries as of the date of this Agreement and (ii) the Company’s good faith estimate, no Enhanced Entity has entered into any undertakingas of the date of this Agreement, guarantee of the Unpaid Company Transaction Expenses of the Acquired Companies and Indebtedness of the Company and the Company Subsidiaries as of the Closing. (g) Section 4.06(g) of the Disclosure Schedule sets forth, as of the date of this Agreement, each bankers’ acceptance, letter of credit, or similar agreement surety, performance or completion bond, issued on behalf of the Company or any GP EntityCompany Subsidiary, Sellerin each case whether or not drawn, any present or former employeeand, officerwith respect to each such bankers’ acceptance, letter of credit, or director surety, performance or completion bond, (i) the project name to which such bankers’ acceptance, letter of an Enhanced Entity in respect credit, or surety, performance or completion bond relates, (ii) the issuing bank, (iii) the maximum amount of any capital commitment, capital contribution, return obligation (including in respect of capital contributions Indebtedness that may be drawn or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director the value of the Companybond, as applicable and (iv) the amount drawn or outstanding amount, as applicable.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached to Section 5.10(a) of the Seller Disclosure Schedule are: (i) the audited consolidated Company’s unaudited balance sheets, including the consolidated schedules of investments, of ECG sheet as of March 31, 2019 (the “Latest Balance Sheet”), and the related statement of operations, statement of member’s equity and statement of cash flows for the three month period then ended, (ii) the Company’s unaudited balance sheet as of, and the related unaudited statement of operations, statement of member’s equity and statement of cash flows for the fiscal year ended December 31, 20192018, December 31and (iii) the Company’s audited balance sheets as of, 2018 and the related audited statements of operations, statements of member’s equity and statements of cash flows for the fiscal years ended December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2016 (the foregoing clauses (i) and through (iiiii) collectively referred to as collectively, the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared prepared, in accordance with the books and records of the applicable Enhanced Entitieseach case, (y) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout and present fairly in all material respects the financial condition and results of operations of the Company as of the dates and for the periods indicated (referred to therein, except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein thereto and subject, in the case of the Interim Financial Statementsunaudited financial statements, to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments that will not, individually or (which are expected to be consistent with past practice and not material). The Financial Statements have been prepared throughout the specified period and between periods in a manner consistent with the aggregate, be material and the absence of footnotesCompany’s historical accounting policies. (b) Except as and to the extent No Acquired Company has any Liabilities, except (i) those which are adequately accrued reflected or reserved against in the unaudited consolidated balance sheet of ECG or ECP Latest Balance Sheet as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.Agreement Date,

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Schedule A.7(a) sets forth (i) the audited unaudited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG Yelmo Films as of December 31, 2019, December 31, 2018 and December 31, 20171997, and the related audited unaudited consolidated statements statement of operations, members’ (deficit) equity income and cash flows of ECGYelmo Films for the twelve-month period ended December 31, 1997, together with all related the notes theretoto such financial statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited unaudited consolidated balance sheets, including the schedules sheets of investments, of ECP Yelmo Films as of December 31, 2019, December 31, 2018 1996 and December 31, 2017, 1995 and the related audited unaudited consolidated statements of operations, members’ deficit income and cash flows of ECGYelmo Films for the years ended December 31, 1996 and December 31, 1995, together with all related the notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) such financial statements and (iii) the a pro forma unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG Yelmo Films as of September 30December 31, 20201997 (the "Balance Sheet"), and the related a pro forma unaudited consolidated statements statement of operations, members’ (deficit) equity income and cash flows for the twelve month period ended December 31, 1997, in each case, as adjusted to reflect the exclusion of ECGthe Excluded Assets and the elimination of certain intercompany accounts (the financial statements described above, together with all related the notes theretoto such financial statements, and (iv) collectively, the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim "Yelmo Financial Statements”"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Yelmo Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance conformity with GAAP consistently applied on a consistent basis throughout the periods indicated (except in each case as may be indicated described in the notes thereto) and fairly present (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end adjustments that will notaudit adjustments) the financial condition and results of operations of the Yelmo Group Companies (or, individually or in the aggregatecase of the Balance Sheet, be material the assets and liabilities of the absence Yelmo Group Companies as held in connection with the transactions contemplated by this Agreement) as of footnotesthe date thereof and for the period indicated. The parties acknowledge that the Yelmo Financial Statements have been prepared in Spanish and translated into English. Notwithstanding anything in this Agreement to the contrary, if any line item set forth in the English version of the Yelmo Financial Statements does not comply with GAAP but the equivalent line item in the Spanish version of the Yelmo Financial Statements does not comply with GAAP, the Spanish version of the Yelmo Financial Statements with respect to that line item will prevail. (b) Except as and The Yelmo Group Companies have no liabilities or obligations of any kind (whether absolute, accrued, contingent, determined, determinable or otherwise), except to the extent adequately accrued such liabilities or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for obligations (i) are fully reflected as liabilities and obligationsor reserved for on the Balance Sheet, or (ii) are disclosed in Schedule A.7(b) hereto, or (iii) are liabilities or obligations incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date and not in violation of any of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation terms of Transaction Expensesthis Agreement. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True The Company has heretofore furnished to Acquiror true and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company as of December 31, 2019, December 31, 2018 2016 and December 31, 20172015, and the related audited consolidated statements of operationsincome, memberschanges in stockholders’ (deficit) equity and cash flows of ECGthe Company for the 12-month periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditors, and (ii) a draft of the audited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company as of December 31, 2019, December 31, 2018 and December 31, 2017, 2017 and the related audited consolidated statements of operationsincome, memberschanges in stockholders’ deficit equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors Company for the 12-month periods then ended (the foregoing financial statements referred to in clauses (i) and (ii) collectively referred to as the “Company Annual Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company as of September 30March 31, 20202018, and the related consolidated unaudited statements of operationsincome, memberschanges in stockholders’ (deficit) equity and cash flows of ECGthe Company for the three-month period then ended, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to herein as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements (A) are, or will be when delivered, correct and the Interim Financial Statements (x) complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company; (yB) have been been, or will be when delivered, prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and with respect to the Interim Financial Statements, for the absence of notes; and (zC) fairly present, or will fairly present when delivered, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated audited balance sheet of ECG or ECP the Company as of September 30December 31, 2020 2017 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”), none of the Enhanced Entities has Company does not have any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, nature (whether known or unknown, accrued, absolute, contingent, liquidated or unliquidated, due or to become due, determined, determinable or otherwise, that would be is required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Company or disclosed in the notes thereto), except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or Company and (iiiii) liabilities and obligations included incurred in connection with this Agreement, any of the computation Ancillary Agreements or any of Transaction Expensesthe transactions contemplated hereby or thereby. Except as set forth on Schedule 4.6(b) of the Disclosure Schedules, the Company does not have any outstanding Indebtedness. (c) The books of account and financial other accounting records of the Enhanced Entities Company (i) are true accurate, complete, and correct in all material respects and have been prepared (ii) the transactions reflected thereon represent actual, bona fide transactions. The Company has designed and are maintained in all material respects in accordance with sound maintains a system of adequate internal accounting practicecontrols. (d) Except All accounts receivable reflected on the Balance Sheet or on the accounting records of the Company as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee of the Closing Date represent or similar agreement on behalf of any GP Entity, Seller, any present will represent bona fide and valid obligations arising from sales actually made or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director services actually performed. To the knowledge of the Company, there is (i) no contest, claim or right of set-off, other than returns in the ordinary course of business, under any Contract with any obligor of any accounts receivable related to the amount or validity of such accounts receivable, and (ii) no bankruptcy, insolvency or similar proceedings have been commenced by or against any such obligor. (e) All accounts payable and notes payable by the Company to third parties have arisen in the ordinary course of business and no such account payable or note payable is delinquent more than 90 days in its payment.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG Archaea and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, 2019 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGArchaea’s independent auditors, and auditors (which reports shall be unqualified) (the “Audited Financial Statements”); and (ii) the audited unaudited consolidated balance sheets, including the schedules sheet of investments, of ECP Archaea and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, 2020 (the “Unaudited Balance Sheet”) and the related audited unaudited consolidated statements of operationscomprehensive loss, members’ deficit and cash flows of ECGfor the 12 month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of Archaea and its Subsidiaries as of the dates thereof and its consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material (in nature or amount) individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) Archaea has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except for the Transaction Expenses, the transactions contemplated by the Pre-Closing Reorganization, Liabilities incurred since the Latest Balance Sheet Date and Liabilities set forth on Schedule 3.4(e), (i) (A) the Company has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (B) the Group Companies have no Liabilities in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP and (ii) the Company (A) was formed solely for the purpose of holding 100% of the limited liability company interests of the Company Subsidiaries, (B) has not conducted any material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of the Company Subsidiaries, (C) has never engaged in any other activities other than incident to its ownership of the Company Subsidiaries and (D) has no Liabilities in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP. (f) Except as set forth in on Schedule 3.6(d3.4(f), no Enhanced Entity Group Company has entered into any undertaking, guarantee or similar agreement on behalf Liabilities of any GP Entitynature whatsoever in excess of $250,000 in the aggregate that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, Sellerexcept (i) Liabilities expressly set forth in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, any present or former employeearises out of, officerrelates to, is in the nature of, or director was caused by any breach of an Enhanced Entity Contract or, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Group Companies of their respective obligations hereunder or thereunder, other than those arising in compliance with Section 5.1; or (iv) for fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (g) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete correct copies of (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG JGW and its Subsidiaries as of December 31, 20192007, December 31, 2018 and 2008, December 31, 20172009, and the related audited consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECGJGW and its Subsidiaries for the fiscal years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPJGW’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “JGW Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG JGW and its Subsidiaries as of September 30, 20202010, and the related consolidated statements of operations, memberschanges in stockholders’ (deficit) equity and cash flows of ECG, together with all related notes thereto, JGW and its Subsidiaries for the year-to-date period (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “JGW Interim Financial Statements”), ) are attached hereto as Schedule 3.6(a4.6(a) of the JGW Disclosure Schedules. Each of the JGW Financial Statements and the JGW Interim Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced Entities, JGW and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities JGW and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the JGW Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP JGW and its Subsidiaries as of September 30, 2020 (collectively, 2010 included in the “Reference Balance Sheet”)JGW Interim Financial Statements, none of the Enhanced Entities JGW and its Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, obligations incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheetconsolidated balance sheet of JGW and its Subsidiaries as of September 30, 2010 included in the JGW Interim Financial Statements, none of which are material; or (ii) such other liabilities and obligations as are not required to be reflected in a consolidated balance sheet or the footnotes thereto, as if footnotes are required and irrespective of whether footnotes are required under applicable accounting standards, of JGW and its Subsidiaries that are not, individually or is prepared in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesaccordance with GAAP. (c) The books of account and financial records Schedule 4.6(c)(i) of the Enhanced Entities are JGW Disclosure Schedules sets forth a true and correct in list of all material respects Contracts Back and have been prepared Contracts Out of JGW and are maintained in its Subsidiaries during each calendar month beginning on January 1, 2010 and ending December 31, 2010. Schedule 4.6(c)(ii) of the JGW Disclosure Schedules sets forth a true and correct list of all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has funded guaranteed structured settlement transactions entered into any undertakingby JGW and its Subsidiaries during each calendar month beginning on January 1, guarantee or similar agreement 2010 and ending on behalf of any GP EntityDecember 31, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company2010.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has delivered to the Buyer copies of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated financial statements of operationsthe Company as at and for the fiscal years ended September 30, members’ (deficit) equity 2000 and cash flows of ECG2001, together with all related schedules and notes theretoand a draft copy of the audited consolidated financial statements of the Company as at and for the fiscal year ended September 30, accompanied by 2002 (the reports thereon of ECG’s independent auditors, "Financial Statements") and (ii) the audited consolidated unaudited financial statements of the Company as at and for the one (1) month period ended October 31, 2002, together will all related schedules and notes (the "Interim Financial Statements"). The balance sheetssheets (including where applicable, including the schedules related notes and schedules) included in the Financial Statements fairly present the financial position of investments, of ECP the Company as of December 31, 2019, December 31, 2018 and December 31, 2017the date thereof, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors income (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated or statements of results of operations), members’ (deficit) stockholders' equity and cash flows of ECG, together with all (including the related notes thereto, and (ivschedules) included in the unaudited consolidated balance sheet, including Financial Statements fairly present the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements results of operations, members’ deficit stockholders' equity, and retained earnings and cash flows of ECPflows, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”)case may be, are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each Company for the periods or as of the Financial Statements and dates, as the Interim Financial Statements (x) have been prepared case may be, set forth therein, in each case in accordance with GAAP, consistently applied by the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinCompany, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the omission of footnote information and normal and recurring year-end audit adjustments consistent with prior years. The Financial Statements reflect the consistent application of accounting principles throughout the periods involved, except as disclosed in the notes of such Financial Statements. The balance sheets (including, where applicable, the related notes and schedules) included in the Financial Statements fairly present the financial position of the Company in accordance with GAAP consistently applied by the Company as of the date thereof in all material respects, and the consolidated statements of operations, consolidated statements of stockholders' equity and cash flows (including the related notes and schedules) included in the Financial Statements fairly present the results of operations, stockholders' equity, and retained earnings and cash flows, as the case may be, of the Company for the periods indicated in accordance with GAAP consistently applied by the Company, except as stated therein or, where applicable, in the notes to the Financial Statements. (b) Except as disclosed on Schedule 4.8 (and except as disclosed on Schedules 4.16, 4.18 and 4.19 with respect to the stated terms of the Leases, Material Contracts and Government Contracts, respectively listed therein), as of September 30, 2002, there were no liabilities or obligations of any nature (whether known or unknown, accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) that will notwere not reflected or reserved against on such balance sheet as of September 30, 2002, included in the Financial Statements. Except as disclosed on Schedule 4.16, 4.18 and 4.19 and to the extent specifically reflected or reserved against in the Financial Statements or otherwise disclosed in Schedule 4.8, as of September 30, 2002 the Company did not have any liabilities or obligations of any nature, whether absolute, accrued, contingent, matured or unmatured or otherwise, and whether due or to become due (including, without limitation, any liability for Taxes and interest, penalties and other charges payable with respect to any such liability or obligation). Since September 30, 2002, the Company has not incurred any liabilities which have not been disclosed pursuant to the previous two sentences other than liabilities and which (i) have been incurred in the ordinary and usual course of business consistent with past practice and (ii) have not had and would not reasonably be expected to have, individually or in the aggregate, be material and the absence of footnotesa Material Adverse Effect. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated reviewed balance sheetssheets of the Company for the fiscal years ended as of 2018 and 2019 and the related reviewed statements of results of operations and cash flows of the Company, including and (ii) the consolidated schedules internally prepared balance sheets of investments, of ECG the Company for the fiscal year ended as of December 31, 2019, December 31, 2018 and December 31, 2017, 2020 and the related audited consolidated reviewed statements of operations, members’ (deficit) equity results of operations and cash flows of ECGthe Company for such time period, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditors, and accountants (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Company as of March 31, 2021 (such balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes and schedules thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020“Balance Sheet”), and the related consolidated statements of operations, members’ deficit results of operations and cash flows of ECPflows, together with all related notes and schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany, (yii) have been prepared in accordance with GAAP and have been applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and to There are no Liabilities of the extent adequately accrued Company other than Liabilities (a) reflected or reserved against in on the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none (b) incurred since the date of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred Balance Sheet in the ordinary course of business of the Company consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that which are not, individually or in the aggregate, material to the Enhanced Entities, taken as a wholein amount, or (iiic) liabilities and obligations included in set forth on Schedule 3.6(b) of the computation of Transaction ExpensesDisclosure Schedules. (c) The books of account and financial records of the Enhanced Entities Company are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except The Company has implemented and maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as set forth necessary to permit preparation of financial statements in Schedule 3.6(d)conformity with GAAP and to maintain asset accountability, no Enhanced Entity (iii) access to assets is permitted only in accordance with management’s 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. (e) All documentation relating to the IRB has entered into any undertakingbeen disclosed to the Buyer and the Seller Parties are in full compliance with the IRB and all regulations, guarantee or similar agreement on behalf of any GP Entityobligations, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companyand Laws that relate thereto.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The Seller has delivered to the Purchaser a copy of (i) the audited unaudited financial statements of FPM as of June 30, 1996 and 1997 consisting in each case of an unaudited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, sheet at such respective date and the related audited unaudited consolidated statements statement of operations, members’ income for the applicable twelve (deficit12) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, month period then ended and (ii) the audited an unaudited consolidated balance sheetssheet of FPM as at February 28, including 1998 (the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, "FPM Balance Sheet") and the related audited unaudited consolidated statements statement of operationsincome for the eight (8) month period then ended (collectively, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “"Financial Statements”) and "). The Financial Statements are included as a part of Schedule 2.04. The Financial Statements (iii) but only to the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) ------------- knowledge of the Disclosure Schedules. Each of Seller with respect to the Financial Statements described in Section 2.04(a)(i) above) present fairly in all material respects the financial position of FPM and the Interim results of operations of FPM, in each case on a consolidated basis, as at the respective dates and for the respective periods covered thereby. The Financial Statements (x) have been prepared in accordance with but only to the books and records knowledge of the applicable Enhanced Entities, (ySeller with respect to the Financial Statements described in Section 2.04(a)(i) above) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in for the notes theretoabsence of (i) a statement of cash flows, (ii) footnotes and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim February 28, 1998 Financial Statements, to normal and recurring year-end adjustments that will notadjustments) and were prepared from the books and records of FPM. As of February 28, individually 1998, FPM owned, directly or indirectly all of the assets included in the aggregate, be material and the absence of footnotesFPM Balance Sheet. (b) Except as and to the extent adequately accrued set forth in Schedule 2.04 hereto, no Group Member has ------------- any liabilities or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation obligations of any nature, whether accrued, absolute, contingent or otherwise, whether known due or unknownto become due, that would be required by under GAAP (except for the absence of (i) a statement of cash flows, (ii) footnotes and (iii) in the case of the February 28, 1998 Financial Statements, year-end adjustments) to be reflected in set forth or reserved against on a consolidated balance sheet of an Enhanced EntityFPM, except for for: (i) liabilities and obligations, or obligations set forth or reserved against in the FPM Balance Sheet; and (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance SheetFebruary 28, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses1998. (c) The books of account Except for the intercompany obligations to be cancelled and financial records eliminated as set forth in Section 1.06 hereof and except for indebtedness for borrowed money among Group Members, as of the Enhanced Entities are true and correct in all material respects and Closing no Group Member will have been prepared and are maintained in all material respects in accordance with sound accounting practiceany indebtedness for borrowed money. (d) Except as set forth Schedule 2.04 expressly itemizes all "one-time" adjustments that ------------- have been made in Schedule 3.6(d)the period covered by the February 28, no Enhanced Entity has entered into 1998 Financial Statements. (e) The February 28, 1998 Financial Statements do not include any undertaking, guarantee revenues or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director expenses attributable to the operations of the Companyclinics in the State of Utah formerly operated by the Group Members or any revenues or expenses since January 1, 1998 attributable to the operation of certain clinics in the State of Florida formerly operated by the Group Members. The February 28, 1998 Financial Statements do include the revenues and expenses attributable to the operation of clinics in the State of Arizona by the Group Members which operations have been discontinued and such clinics closed prior to the Effective Date.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 6.05(a) of the Cargill Disclosure Schedule contains (i) the audited consolidated balance sheets, including the consolidated schedules sheet and statement of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows as of ECGand for the year ended May 31, 2003 for the operations of the Xxxxxxx Fertilizer Businesses, together with all related the appropriate notes theretoto such financial statements, accompanied by the reports report thereon of ECG’s KPMG LLP, independent auditorspublic accountants, and (ii) the audited consolidated unaudited combined balance sheets, including the schedules sheet and statement of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit operations and cash flows as of ECGand for the six-month period ended November 30, together with all related notes thereto, accompanied by 2003 for the reports thereon operations of ECP’s independent auditors the Cargill Fertilizer Businesses (the foregoing financial statements referred to in clauses (i) and (ii) are collectively referred to herein as the “Cargill Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Cargill Financial Statements and the Interim Financial Statements (x) have been prepared comply as to form in accordance all material respects with the books and records of the applicable Enhanced Entitiesaccounting requirements, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows condition of the applicable Enhanced Entities Cargill Fertilizer Businesses as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of unaudited statements, to the Interim Financial Statements, absence of footnote disclosure and to normal and recurring year-end adjustments that will notaudit adjustments). For purposes of this Section 6.05(a), individually or in the aggregate, be material Cargill Financial Statements include the Affiliated CFJVs and the absence equity interests of footnotesthe Unaffiliated CFJVs. (b) Except (i) as and to the extent adequately accrued or reserved against set forth in the unaudited consolidated balance sheet Cargill Financial Statements, (ii) as incurred in the ordinary course of ECG business since May 31, 2003 and (iii) as may arise out of or ECP as of September 30, 2020 (collectivelyin connection with this Agreement and the transactions contemplated hereby, the “Reference Balance Sheet”), none of the Enhanced Entities has Cargill Fertilizer Businesses do not have any liability liabilities or obligation obligations of any nature, nature (whether accrued, absolute, contingent or otherwise, whether known or unknown, ) that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material aggregate would reasonably be expected to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesCargill Material Adverse Effect. (c) The books of account and financial records Section 6.05(c) of the Enhanced Entities are true Cargill Disclosure Schedule lists, and correct Cargill has delivered to IMC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceItem 303(a) of Regulation S-K of the SEC) effected by Cargill or its Subsidiaries relating to the Cargill Fertilizer Businesses since January 1, 2003. (d) Except as set forth To the knowledge of Cargill without independent investigation, there are no pending or threatened claims, suits, actions or proceedings seeking damages against Cargill or its Subsidiaries involving a material business or facility formerly owned by or used primarily in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity the Xxxxxxx Fertilizer Businesses that would reasonably be expected to result in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companya Cargill Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 4.4(a) are true, correct and complete copies of the following financial statements (such financial statements referred to in clauses (i), (ii) and (iii) below, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of (A) the consolidated schedules of investments, of ECG as of December 31, 2019, Company and METIS for the fiscal year ended December 31, 2018 and (B) the Group Companies for the fiscal year ended December 31, 20172019 (the “Latest Balance Sheet”), and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows and stockholders’ equity for the fiscal years of ECG, together with all related notes thereto, accompanied by (x) the reports thereon of ECG’s independent auditors, Company and METIS and (iiy) the audited consolidated balance sheetsGroup Companies, including the schedules of investmentsas applicable, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and then ended; and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Group Companies as of September 30August 31, 20202020 (the “Statement Date”), and the related unaudited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECG, together with all related notes thereto, and for the 8-month period then ended. (ivb) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP Except as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a(i) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly presentpresent fairly, in all material respects, the consolidated financial position, position of the applicable Group Companies as of the dates thereof and the results of operations and cash flows of the applicable Enhanced Entities as Group Companies for the periods covered by said statements, and (ii) the Financial Statements have been prepared in accordance with GAAP applied consistent with the past practices of the respective dates thereof and for Group Companies throughout the respective periods indicated thereincovered thereby, except as otherwise noted therein may be indicated in the notes thereto and subject, in the case of the Interim unaudited Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments that will not, individually or in the aggregate, not be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Group Companies in amount or (iii) liabilities and obligations included in the computation of Transaction Expensesnature. (c) The books Group Companies do not have any Liabilities of account a nature required by GAAP to be disclosed, reflected or reserved against on, or disclosed in the footnotes to, a balance sheet of a Group Company except for (i) Liabilities disclosed, reflected or reserved against on the Financial Statements, (ii) Liabilities incurred since the Statement Date in the Ordinary Course, none of which is a Liability resulting from breach of Contract, tort, infringement or any failure to comply with applicable Law, (iii) Liabilities and financial records of obligations for Seller Expenses, (iv) Liabilities or obligations which are not material to the Enhanced Entities are true Group Companies, and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice(v) those Liabilities set forth on Schedule 4.4(c). (d) All accounts receivable reflected on the Latest Balance Sheet (i) are valid, existing and genuine, (ii) arose from sales actually made or services actually performed in the Ordinary Course by a Group Company, (iii) are not subject to any refund, adjustment or defense, and (iv) no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such receivables by any Group Company. For the avoidance of doubt, the foregoing representation shall not be construed as a guaranty of collection with respect to any accounts or notes receivable. (e) Attached to Schedule 4.4(e) are true, correct and complete copies of the following financial statements (such financial statements referred to in clauses (i) and (ii), below, the “JV Financial Statements”): (i) the unaudited balance sheet of Edge Solutions for the fiscal year ended December 31, 2019, and the related unaudited statement of operations, cash flows and stockholders’ equity for the fiscal year of Edge Solutions then ended; and (ii) the unaudited balance sheet of Metis Celestar for the fiscal year ended December 31, 2019, and the related unaudited statement of operations, cash flows and stockholders’ equity for the fiscal year of Metis Celestar then ended. (f) Except as set forth in on Schedule 3.6(d4.4(f), no Enhanced Entity (i) the JV Financial Statements present fairly, in all material respects, the financial position of the applicable Company Joint Venture as of the dates thereof and the results of operations and cash flows of such Company Joint Venture for the periods covered by said statements, and (ii) the JV Financial Statements have been prepared in accordance with GAAP, except as may be indicated in the notes thereto and subject to the absence of footnotes and normal year-end adjustments that will not be material to such Company Joint Venture in amount or nature. Neither Company Joint Venture has entered into any undertakingLiabilities of a nature required by GAAP to be disclosed, guarantee reflected or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officerreserved against on, or director disclosed in the footnotes to, a balance sheet of an Enhanced Entity such Company Joint Venture except for (i) Liabilities disclosed, reflected or reserved against on its JV Financial Statements, (ii) Liabilities incurred since December 31, 2019 in respect the Ordinary Course, none of which is a Liability resulting from breach of Contract, tort, infringement or any capital commitmentfailure to comply with applicable Law, capital contributionand (iii) Liabilities or obligations which are not material to such Company Joint Venture. (g) Attached to Schedule 4.4(g) are true, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director correct and complete copies of the Companyfollowing financial statements (such financial statements, the “Pluribus Financial Statements”): the audited balance sheet of Pluribus for the fiscal year ended December 31, 2018, and the related audited statements of operations, cash flows and stockholders’ equity for the fiscal year of Pluribus then ended. Except as set forth on Schedule 4.4(g), (i) the Pluribus Financial Statements present fairly, in all material respects, the financial position of Pluribus as of the dates thereof and the results of operations and cash flows of Pluribus for the periods covered by said statements, and (ii) the Pluribus Financial Statements have been prepared in accordance with GAAP, except as may be indicated in the notes thereto and subject to the absence of footnotes and normal year-end adjustments that will not be material to Pluribus in amount or nature.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of Schedule 4.7(a) sets forth (i) the audited consolidated balance sheets, including unaudited statement of income of the consolidated schedules of investments, of ECG as of December Company for the twelve-month period ended August 31, 20192006 (the "Statement Date," and such unaudited statement of income, December 31, 2018 and December 31, 2017the "Statement of Income"), and the related audited consolidated statements unaudited balance sheet of operationsthe Company as of August 31, members’ 2006 (deficit) equity and cash flows of ECG, together with all related notes theretothe Statement of Income, accompanied by the reports thereon of ECG’s independent auditors"2006 Financials"), and (ii) the audited consolidated unaudited balance sheets, including sheet of the schedules of investments, of ECP Company as of December August 31, 2019, December 2005 and the unaudited statement of income of the Company for the 5 month period ended August 31, 2018 and December 31, 20172005 (the "2005 Financials", and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes theretothe 2006 Financials, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “"Annual Financial Statements”") and (iii) the unaudited consolidated statement of income of the Company for the three month period ended November 30, 2006 (the "Interim Statement of Income") and the unaudited balance sheet, including sheet of the consolidated schedule of investments, of ECG Company as of September November 30, 20202006 (the "Interim Balance Sheet" and together with the Interim Statement of Income, the "Interim Financials"; and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, Interim Financials together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively Annual Financials Statements referred to as the “Interim "Financial Statements”". Except as set forth on Schedule 4.7(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the historical accounting policies and books and records of the applicable Enhanced Entities, (y) have been prepared in accordance Business and are consistent with GAAP applied on a consistent basis throughout basis, subject to normal year end adjustments and the periods indicated (except as may be indicated absence of footnotes. The Financial Statements constitute "trial balance" statements which in the notes theretocase of the 2005 Financials have been incorporated without adjustment into Parent's audited financial statements for such fiscal year which were audited by BDO Dunwoody, LLP. (b) and (z) fairly presentExcept as set forth on Schedule 4.7(b), the Financial Statements present fairly, in all material respects, the consolidated financial position, position and results of operations and cash flows of the applicable Enhanced Entities Company, as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30The Company does not have any debt, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, otherwise or whether known or unknown, that would be unknown of a nature required by GAAP to be reflected in on a consolidated balance sheet of an Enhanced Entityprepared in accordance with GAAP, except for other than any such debts, liabilities or obligations (i) liabilities and obligations, reflected or reserved against on the Financial Statements or the notes thereto or (ii) incurred in the ordinary course of business consistent with past practice since the date of the Reference Interim Balance Sheet, (ii) liabilities and obligations that are not, individually or Sheet in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation Ordinary Course of Transaction Expenses. (c) The books of account and financial records Business of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceCompany. (d) Except The Company had no assets, liabilities or operations prior to March 25, 2005, other than obligations under the Assignment and Assumption Agreement dated as set forth in of March 25, 2005 by and between Seller and the Company (the "Kraft Assignment Agreement") pursuant to which the Company assumed all the obligations under the Asset Purchase Agreement, dated December 22, 2004, between Seller and Kraft Foods Global, Inc. and the related agreements listed on Schedule 3.6(d4.7(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheetssheet of the Company and its Subsidiaries as at February 24, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 20172013, and the related audited consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of the Company and its Subsidiaries as at November 24, including 2013 (the consolidated schedule of investments, of ECG as of September 30, 2020“Balance Sheet”), and the related consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule Section 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries (except as may be indicated in the notes thereto), (yii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, present in all material respects, respects the consolidated financial position, results of operations and cash flows position of the applicable Enhanced Entities as of Company and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and subject, indicated. There are no unconsolidated Subsidiaries of the Company or off-balance sheet arrangements that have not been so described in the case of the Financial Statements and Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesStatements as applicable. (b) Except as and There are no material debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, mature or unmatured or determined or determinable, of the Company or any of its Subsidiaries of a nature required to the extent adequately accrued be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against in on the unaudited consolidated balance sheet of ECG Interim Financial Statements or ECP as of September 30the notes thereto, 2020 (collectively, ii) incurred since the “Reference Balance Sheet”), none date of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred Balance Sheet in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities Company and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, its Subsidiaries or (iii) liabilities and obligations included incurred in connection with the computation of Transaction Expensestransactions contemplated by this Agreement or the financing thereof. (c) The books of account and financial records Section 3.6(c) of the Enhanced Entities are true and correct in Disclosure Schedules sets forth, as of the date hereof, all material respects and have been prepared and are maintained in Indebtedness of the Company and, as of the anticipated Closing Date, a good faith estimate of all material respects in accordance Indebtedness of the Company. The Company has previously delivered to the Buyer a copy of each Contract with sound accounting practicerespect to each item set forth or required to be set forth on Section 3.6(c) of the Disclosure Schedules. (d) Except as set forth As of the date hereof, the Company’s independent auditors have not raised with the Company any material audit adjustments in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee their audit of the Financial Statements or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director the preceding year’s audit of the Company’s financial statements.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Section 4.7(a) of the Company and complete copies of ML Parties’ Disclosure Letter are (ix) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company as of December 31June 30, 2019, December 31, 2018 and December 31, 20172021 (the “Latest Balance Sheet”), and (y) the related audited consolidated statements of operations, members’ operations for the fiscal periods then ended (deficit) equity and cash flows of ECG, together with all related notes theretothe Latest Balance Sheet, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Audited Financial Statements”), are attached hereto . (b) Except as Schedule 3.6(aset forth on Section 4.7(b) of the Company and ML Parties’ Disclosure Schedules. Each Letter, each of the Audited Financial Statements has been, and the Interim PCAOB Financial Statements (x) have been prepared in accordance with will be, when delivered to Investor pursuant to Section 8.9(g), derived from the books and records of the applicable Enhanced EntitiesCompany. Except as set forth on Section 4.7(b) of the Company and ML Parties’ Disclosure Letter, (yA) have been each of the Audited Financial Statements has been, and the PCAOB Financial Statements will be, when delivered to Investor pursuant to Section 8.9(g), prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) therein and (zB) each of the Audited Financial Statements fairly presents, and the PCAOB Financial Statements will, when delivered to Investor pursuant to Section 8.9(g), fairly present, in all material respects, the consolidated combined assets, liabilities, and financial position, results of operations and cash flows of the applicable Enhanced Entities condition as of the respective dates thereof and the operating results of the Company for the respective periods indicated thereincovered thereby, except in each of clauses (A) and (B): (w) as otherwise noted therein therein, (x) that the Audited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (y) that the Audited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (z) that the Audited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that required by GAAP. For the avoidance of doubt, the PCAOB Financial Statements, when delivered to the Investor in accordance with Section 8.9(g), will not, individually be prepared in accordance with Regulation S-X of the SEC or in the aggregate, be material and standards of the absence of footnotesPCAOB. (bc) Except Each of the independent auditors for the Company, with respect to their report as will be included in the PCAOB Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and, with respect to the extent adequately accrued PCAOB Financial Statements, the PCAOB. (d) The Company has no material Liabilities that are required to be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the unaudited consolidated balance sheet of ECG Audited Financial Statements or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none notes thereto or books and records of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for Company; (iii) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since Liabilities which have arisen after the date of the Reference Latest Balance Sheet, (ii) liabilities and obligations that are not, individually or Sheet in the aggregateOrdinary Course of Business (none of which results from, material to the Enhanced Entities, taken as a wholearises out of, or was caused by any breach of warranty, breach of Contract or infringement or violation of Law); (iii) liabilities and Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations included hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement, including the Transaction Expenses; (iv) Liabilities disclosed in the computation of Company and ML Parties’ Disclosure Letter; or (v) Liabilities for Company Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (de) Except as set forth in Schedule 3.6(d)on Section 4.7(e) of the Company and ML Parties’ Disclosure Letter, no Enhanced Entity has entered into as of the date of this Agreement, the Company do not have any undertakingoutstanding (i) indebtedness for borrowed money; (ii) indebtedness evidenced by any note, guarantee bond, debenture, mortgage or similar agreement on behalf other debt instrument or debt security; or (iii) indebtedness for borrowed money of any GP Entity, Seller, Person for which any present or former employee, officer, or director ML Companies has guaranteed payment. (f) Neither the Company nor any other ML Company maintains any “off-balance sheet arrangement” within the meaning of an Enhanced Entity in respect Item 303 of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director Regulation S-K of the CompanySecurities and Exchange Commission.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Company has delivered to the Purchaser (i) the Company’s consolidated audited consolidated balance sheetssheets as at November 30, including 2004, November 30, 2003, November 30, 2002, November 30, 2001 and November 30, 2000 (such audited balance sheet at November 30, 2004, the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, "Balance Sheet") and the related audited consolidated statements of operationsincome, members’ (deficit) equity cash flow and cash flows of ECGretained earnings for the 12-month periods then ended, together with all related notes thereto, each accompanied by the reports thereon of ECG’s independent auditorsBDO Dunwoody, and LLP, Ernst & Young, LLP or Xxxxxxx Xxxxx, CPA (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the case may be), independent chartered (or certified, as the case may be) accountants, which firms have audited such financial statements (collectively, the “Annual Financial Statements”) and (iiiii) the unaudited Company’s consolidated balance sheetsheet as at each of August 31, including the consolidated schedule of investments2005, of ECG as of September 30, 20202005, October 31, 2005 and November 30, 2005 (the “Current Balance Sheet”) and the related consolidated statements of operationschanges in financial position for the nine, members’ (deficit) equity ten, 11 and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto 12-month periods then ended (the foregoing clauses (iii) and (iv) collectively items referred to as in clause (ii), the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xincluding, without limitation, all schedules and notes thereto) are complete and correct in all material respects, have been prepared in accordance with from the books and records of the applicable Enhanced EntitiesCompany (on a consolidated basis) and, (yexcept as set forth on Schedule 3.05(a) have been prepared hereto, in accordance with GAAP consistently applied on a consistent basis and maintained throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments that will notadjustments, individually or which, if included, would not have a material effect on the information on such Interim Financial Statements), and fairly present in all material respects the aggregate, be material financial condition of the Company (on a consolidated basis) as at their respective dates and the absence results of footnotesits operations for the periods covered thereby. The Annual Financial Statements include all footnotes and all adjustments (which consist only of normal recurring accruals) necessary for such fair presentation. (b) Except as and to the extent adequately accrued set forth in or reserved against in the unaudited consolidated balance sheet Current Balance Sheet or as identified on Schedule 3.05(b) hereto, and except for current liabilities (determined in accordance with GAAP consistently applied) incurred since the Current Balance Sheet Date in the ordinary course of ECG business consistent with past practices (and not materially different in type or ECP as amount from those incurred in the Company's (and its Subsidiaries’) conduct of September 30, 2020 (collectivelyits business in the ordinary course), the “Reference Balance Sheet”), none of the Enhanced Entities has any liability Company and its Subsidiaries have no liabilities or obligation obligations of any nature, whether accrued, absolute, known or unknown, contingent or otherwise, whether known due or unknownto become due, that would be required by whether properly reflected under GAAP to be reflected in as a consolidated balance sheet of liability or a charge or reserve against an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are asset or equity account or not, individually and whether the amount thereof is readily ascertainable or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesnot. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 6.05(a) of the Cargill Disclosure Schedule contains (i) the audited consolidated balance sheets, including the consolidated schedules sheet and statement of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows as of ECGand for the year ended May 31, 2003 for the operations of the Cargill Fertilizer Businesses, together with all related the appropriate notes theretoto such financial statements, accompanied by the reports report thereon of ECG’s KPMG LLP, independent auditorspublic accountants, and (ii) the audited consolidated unaudited combined balance sheets, including the schedules sheet and statement of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit operations and cash flows as of ECGand for the six-month period ended November 30, together with all related notes thereto, accompanied by 2003 for the reports thereon operations of ECP’s independent auditors the Cargill Fertilizer Businesses (the foregoing financial statements referred to in clauses (i) and (ii) are collectively referred to herein as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Cargill Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Cargill Financial Statements and the Interim Financial Statements (x) have been prepared comply as to form in accordance all material respects with the books and records of the applicable Enhanced Entitiesaccounting requirements, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows condition of the applicable Enhanced Entities Xxxxxxx Fertilizer Businesses as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of unaudited statements, to the Interim Financial Statements, absence of footnote disclosure and to normal and recurring year-end adjustments that will notaudit adjustments). For purposes of this Section 6.05(a), individually or in the aggregate, be material Cargill Financial Statements include the Affiliated CFJVs and the absence equity interests of footnotesthe Unaffiliated CFJVs. (b) Except (i) as and to the extent adequately accrued or reserved against set forth in the unaudited consolidated balance sheet Cargill Financial Statements, (ii) as incurred in the ordinary course of ECG business since May 31, 2003 and (iii) as may arise out of or ECP as of September 30, 2020 (collectivelyin connection with this Agreement and the transactions contemplated hereby, the “Reference Balance Sheet”), none of the Enhanced Entities has Xxxxxxx Fertilizer Businesses do not have any liability liabilities or obligation obligations of any nature, nature (whether accrued, absolute, contingent or otherwise, whether known or unknown, ) that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material aggregate would reasonably be expected to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesCargill Material Adverse Effect. (c) The books of account and financial records Section 6.05(c) of the Enhanced Entities are true Cargill Disclosure Schedule lists, and correct Cargill has delivered to IMC copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceItem 303(a) of Regulation S-K of the SEC) effected by Cargill or its Subsidiaries relating to the Cargill Fertilizer Businesses since January 1, 2003. (d) Except as set forth To the knowledge of Cargill without independent investigation, there are no pending or threatened claims, suits, actions or proceedings seeking damages against Cargill or its Subsidiaries involving a material business or facility formerly owned by or used primarily in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity the Xxxxxxx Fertilizer Businesses that would reasonably be expected to result in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companya Cargill Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) True As of the date they are delivered to Buyer and Issuer pursuant to Section 7.18(a) and as of the Closing Date, set forth in Section 4.23(a) of the Disclosure Schedule are true, correct and complete copies of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheets as of December 31, 20192011 and December 31, 2010 and the audited statements of income and cash flows for the periods ended December 31, 2011, December 31, 2018 2010 and December 31, 20172009 of the Company audited by, and accompanied by an unqualified report of, Xxxxx Xxxxxxxx LLP (the related audited “Audited Financial Statements”) and the unaudited consolidated balance sheet and statements of operations, members’ (deficit) equity income and cash flows of ECGthe Company for the three (3) month period ended March 31, 2012 (the “Interim Financial Statements” and, together with all related notes theretothe Audited Financial Statements, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entitieseach case, (y) have been prepared in accordance with GAAP and Rule 3-05 of Regulation S-X under the Securities Act, consistently applied on a consistent basis throughout as of the dates and for the periods indicated presented (except as may be indicated stated therein or in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subjectthereto and, in the case of the Interim Financial Statements, to for normal and recurring year-end adjustments that will notadjustments). The Financial Statements present fairly in all material respects the financial condition and results of operations and cash flows of the Company in accordance with GAAP and Rule 3-05 of Regulation S-X under the Securities Act, individually applied on a consistent basis during the periods involved as of the dates and for the periods presented (except as may be stated therein or in the aggregatenotes thereto and, be material and in the absence case of footnotesthe Interim Financial Statements, for normal year-end adjustments). (b) Except as and to the extent adequately accrued or reserved against set forth in the unaudited consolidated balance sheet Financial Statements (including the related notes) or Section 4.23(b) of ECG or ECP as of September 30, 2020 (collectivelythe Disclosure Schedule, the “Reference Balance Sheet”), none of the Enhanced Entities has Company does not have any liability material liabilities or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entityobligations, except for (i) known liabilities and obligationsobligations incurred since December 31, incurred 2011 in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensespractice. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as expressly set forth in Schedule 3.6(d)the Financial Statements or in Section 4.23(c) of the Disclosure Schedule, no Enhanced Entity since December 31, 2011, the Company has entered into not declared, set aside or paid any undertakingdividends or distributions (including, guarantee but not limited to, (1) repurchase or similar agreement on behalf redemption of any GP Entityequity interests or (2) in cash, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) equity interests or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companyproperty).

Financial Statements; No Undisclosed Liabilities. (a) True The quarterly and complete copies annual historical consolidated financial statements of the Company (including any notes and schedules thereto) included in the Company SEC Documents (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with from the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) have been complied as to form in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect on the date of filing and effectiveness thereof, (iii) were prepared in accordance conformity with GAAP as in effect as of the dates of such financial statements, applied on a consistent basis throughout the periods indicated (except as may be indicated therein or in the notes theretothereto and, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) during the periods involved and (ziv) fairly present, in all material respects, the consolidated financial position, position of the Company and its respective consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods therein indicated therein, except as otherwise noted therein and (subject, in the case of the Interim Financial Statementsunaudited statements, to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, are not expected to be material and the absence of footnotesin amount). (b) Except (1) as and to the extent adequately accrued set forth, reflected or reserved against in the unaudited consolidated balance sheet (including the notes thereto) of ECG or ECP as of September 30, 2020 the Company included in its Annual Report on Form 10-K (collectively, the “Reference Balance SheetForm 10-K”)) for the fiscal year ended December 31, none of the Enhanced Entities has 2002, (2) as set forth, reflected or reserved against in any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet (including the notes thereto) of an Enhanced Entitythe Company included in any other Company SEC Documents filed with the SEC after the filing date of the Form 10-K and prior to the date hereof, except (3) for (i) liabilities and obligationsobligations incurred since June 30, incurred 2003 in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheetpractice, or not otherwise prohibited pursuant to this Agreement, and (ii4) for liabilities and obligations that are incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities and obligations which would not, individually or in the aggregate, material to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesCompany Material Adverse Effect. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Section 2.6 of the Disclosure Schedule contains true and complete copies of (i) the audited consolidated balance sheetssheet of the Company and its subsidiaries (other than SageQuest) and the audited consolidated balance sheet of SageQuest, including the consolidated schedules of investments, of ECG each as of at December 31, 20192009, December 31, 2018 2008 and December 31, 20172007, and each including the related audited consolidated statements of operations, members’ (deficit) equity results of operations and cash flows of ECGflows, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditors, auditors (together the “Audited Financial Statements” ) and (ii) the audited unaudited consolidated balance sheetssheet of the Company and its subsidiaries as at September 30, including 2010 (the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, “Balance Sheet Date”) and the related audited unaudited consolidated statements of operations, members’ deficit results of operations and cash flows of ECGflows, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”), are attached hereto . Except as Schedule 3.6(a) noted in Section 2.6 of the Disclosure Schedules. Each Schedule, each of the Financial Statements and the Interim Financial Statements (xA) have has been prepared in accordance with the books and records of the applicable Enhanced Entities, Fleetmatics Entities pertaining to the Business and (yB) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ). The Audited Financial Statements give a true and (z) fairly presentfair view of, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its subsidiaries (other than Sagequest), or, as the case may be, of SageQuest, each as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein therein. The Interim Financial Statements give a true and subject, in the case fair view of the Interim Financial Statementsconsolidated financial position, results of operations and cash flows of the Company and its subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein, and except to normal and recurring year-end adjustments the extent that will notany misstatement or omission therein, whether individually or in the aggregate, be material and the absence of footnoteswould not have a Material Adverse Effect. (b) Except as and to the extent adequately provided for, accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company as at the Balance Sheet Date and the unaudited balance sheets as at the Balance Sheet Date of September 30, 2020 each of those Fleetmatics Entities which was at that date a subsidiary of the Company (collectivelysuch balance sheets together with all related notes and schedules thereto, the “Reference Balance Sheet”), none of the Enhanced Fleetmatics Entities has any liability or obligation of any naturematerial nature arising out of, relating to or affecting any of the Fleetmatics Entities, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entityany of the relevant Fleetmatics Entities or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since as from the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesSheet Date. (c) The books of account and financial records of each of the Enhanced Fleetmatics Entities are true and correct in all material respects and pertaining to the Business have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and the Subsidiary as of at December 31, 20192009, December 31, 2018 2008 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and the Subsidiary, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and the Subsidiary as of September at June 30, 20202010, and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows changes in financial position of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, Company and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto Subsidiary for the six-month period then ended (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.7(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and the Subsidiary, (yii) have been prepared in accordance with Danish GAAP (and with respect to revenue and revenue recognition only, GAAP) applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and applicable Law on good accounting practices, subject, in the case of the Interim Financial Statements, to the exceptions contained in Schedule 2.3(a), and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and the Subsidiary as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company and the Subsidiary as of September at June 30, 2020 2010 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”), none ) or as set forth in Schedule 3.7(b) of the Enhanced Entities Disclosure Schedules, neither the Company nor the Subsidiary has (i) any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and required by Danish GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Company and the Subsidiary or disclosed in the notes thereto or (ii) obligations to pay money that have actually been incurred or other financial liabilities, whether accrued, absolute, contingent or otherwise, whether known or unknown and whether or not required by Danish GAAP to be reflected in a consolidated balance sheet of the Company and the Subsidiary or disclosed in the notes thereto, except in each case for (i) liabilities and obligations, obligations incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Company or (iii) liabilities and obligations included in the computation of Transaction ExpensesSubsidiary. (c) The books of account and financial records In connection with the presentation of the Enhanced Entities are true Financial Statements, the outside legal advisors to the Company and correct the Subsidiary have not issued any legal letter concerning material information not disclosed in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practicethe Financial Statements. (d) Except as set forth The Company’s and the Subsidiary’s books and records: (i) have been properly and carefully kept in Schedule 3.6(d)conformity with applicable Law in force from time to time; (ii) are complete, no Enhanced Entity has entered into any undertaking, guarantee correct and properly arranged; (iii) contain all material documents which must be or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed are usually kept by such GP Entity, Seller or present or former employee officer or director enterprises of the Companysame nature as the Company and the Subsidiary; and (iv) accurately and fairly reflect the activities and assets of the Company and the Subsidiary.

Financial Statements; No Undisclosed Liabilities. (a) True and complete Attached to SCHEDULE 4.5(a) are copies of the following financial statements: (i) the audited consolidated unaudited combined balance sheets, including sheet of the consolidated schedules of investments, of ECG Companies as of December 31, 2019, December 31, 2018 and December 31, 20172004, and the related audited consolidated unaudited combined statements of operations, members’ (deficit) equity income and cash flows of ECGfor the year then ended, together with all related notes thereto, accompanied by (the reports thereon of ECG’s independent auditors"UNAUDITED FINANCIAL STATEMENTS"), and (ii) the audited consolidated unaudited combined balance sheets, including sheet of the schedules of investments, of ECP Companies as of December 31July 2, 2019, December 31, 2018 and December 31, 20172005 (the "BALANCE SHEET DATE"), and the related audited consolidated unaudited combined statements of operations, members’ deficit income and cash flows of ECG, for the six-month period then ended (the "INTERIM FINANCIAL STATEMENTS" and together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Unaudited Financial Statements”) and (iii) , the unaudited consolidated balance sheet"FINANCIAL STATEMENTS"). Other than as set forth on SCHEDULE 4.5(a)-1, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompanies from which the Unaudited Financial Statements were prepared fairly present in all material respects the assets, liabilities and operations of the Companies and (y) the Unaudited Financial Statements are in conformity with such books and records. (b) Other than as set forth in SCHEDULE 4.5(a)-1 AND 4.5(b), the Financial Statements have been prepared by management in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may for the absence of footnote disclosure and customary year-end adjustments, none of which will be indicated in the notes theretomaterial) and (z) fairly present, in all material respects, the consolidated financial position, position and results of operations and cash flows of the applicable Enhanced Entities Companies as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesindicated. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30To Sellers' Knowledge, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities no Company has any liability or obligation of any nature, whether accrued, absolute, contingent contingent, direct, indirect, unliquidated or otherwise, and whether known due or unknownto become due, that would be required by GAAP to be which is not reflected in a consolidated balance sheet of an Enhanced Entitythe Financial Statements or disclosed in the notes thereto, except for those (i) liabilities and obligations, which were incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, or (ii) liabilities and obligations that which are not, individually or described in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesSCHEDULE 4.5(c). (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the consolidated audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG Seller as of at December 31, 2019, December 31, 2018 and December 31, 20172021, and the related audited consolidated statements of operations, members’ (deficit) equity results of operations and cash flows of ECG, Seller together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated unaudited balance sheets, including the schedules sheet of investments, of ECP Seller as of December at March 31, 20192022, December 31June 30, 2018 2022, September 30, 2022, and December 31, 2017, 2022 and the related audited consolidated statements of operations, members’ deficit results of operations and cash flows of ECG, Seller together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors and schedules thereto (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of the Media Business as at January 31, including 2023 (the consolidated schedule of investments, of ECG as of September 30, 2020“Balance Sheet”), and the related consolidated statements of operations, members’ (deficit) equity results of operations and cash flows of ECGflows, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(aSection 3.11(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xA) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesSeller (except as may be indicated in the notes thereto), (yB) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (zC) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Seller as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except (A) as set forth on Section 3.11(a) of the Disclosure Schedules and (B) as and to the extent adequately accrued or reserved against in the unaudited consolidated reviewed balance sheet of ECG or ECP the Seller as at the date of September 30, 2020 (collectively, the “Reference Balance Sheet”), none there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Enhanced Entities has any liability or obligation Seller of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be a nature required by GAAP to be reflected in on a consolidated balance sheet of an Enhanced Entityprepared in accordance with GAAP, except for other than any such debts, liabilities or obligations (i) reflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the Balance Sheet in the ordinary course of business, (iii) for Taxes, or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The gross revenue billed by the Seller’s business is in excess of Forty Million Dollars ($40,000,000) for calendar year 2022 and on a pro-rated basis based upon Seller’s knowledge of the state of its business as of the Closing Date, Seller reasonably believes that the Seller’s business shall bill the same or greater gross revenue for calendar year 2023. (d) The net income collected from the Seller’s business is approximately Four Million Dollars ($4,000,000) for calendar year 2022, and on a pro-rated basis based upon Seller’s knowledge of the state of its business as of the Closing Date, Seller reasonably believes that the Seller’s business shall collect the same or more net revenue for calendar year 2023. (e) The aggregate expenses and liabilities of the Seller’s business, including accounts payable, as of January 31, 2023, is approximately Three Million Dollars ($3,000,000) as further detailed in the Financial Statements. (f) Seller’s aggregate business recorded accounts receivables greater than Seven Million Dollars ($7,000,000) as of December 31, 2022. (g) Seller’s business generated cash flow of approximately Three Million Dollars ($3,000,000) per month throughout calendar year 2022, and obligationsbased upon Seller’s knowledge of the state of its business through the Closing Date, incurred Seller reasonably believes that the Seller’s business shall bill the same or more cash flow through the Closing Date. (h) Since November 1, 2022, (A) the Seller has conducted itself, in all respects, in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, and (iiB) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesthere has not occurred any Material Adverse Effect. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Partnership has made available to Parent (i) the audited consolidated balance sheetssheet of the Partnership and the Partnership Subsidiaries (other than Xxxx Distribution, including the consolidated schedules of investmentsLLC (“Xxxx”), of ECG as of December 31FCX-Eads Blocker 1, 2019LLC (“Xxxx Blocker 1”), December 31FCX-Xxxx Blocker 2 Corp. (“Eads Blocker 2”) and Basin Engine & Pump, 2018 and December 31, 2017, Inc. (“Basin”)) and the related audited consolidated statements of operations, members’ equity and cash flows for the fiscal year ended December 31, 2016 (deficitthe “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin) as of October 31, 2017 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations, members’ equity and cash flows for the ten (10) months ended on the Balance Sheet Date (the “Interim Financial Statements” and together with the Audited Financial Statements, in each case including the footnotes thereto, collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, except as otherwise described therein or in Section 4.5(a) of the Partnership Disclosure Letter. (b) The balance sheet referred to in Section 4.5(a)(ii) fairly presents, in all material respects, the consolidated financial position of the Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin), as of the Balance Sheet Date, and the related statements of operations, members’ equity and cash flows fairly present, in all material respects, the consolidated results of the operations, members’ equity and cash flows of ECGthe Partnership and the Partnership Subsidiaries (other than Xxxx, together Xxxx Blocker 1, Xxxx Blocker 2 and Basin) for the ten (10) months then ended. (c) The Financial Statements have been derived from the accounting, corporate and financial books and records that relate to the business of the Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin). (d) The Partnership and the Partnership Subsidiaries (other than Xxxx, Xxxx Blocker 1, Xxxx Blocker 2 and Basin) do not have any material Liabilities that are required to be set forth in an audited consolidated balance sheet prepared in accordance with all GAAP, except for Liabilities (i) reflected on the Financial Statements, (ii) incurred in the ordinary course of business since the Balance Sheet Date or which would be included in Estimated Closing Working Capital or (iii) incurred in connection with the transactions contemplated hereby. (e) The Partnership has made available to Parent (i) the balance sheet of Xxxx (“Latest Xxxx Balance Sheet”) as of September 30, 2017 (such date, the “Latest Xxxx Balance Sheet Date”), and the related notes thereto, accompanied by income statements and statement of cash flows for the reports thereon of ECG’s independent auditorsnine-month period then ended (the “Interim Eads Financial Statements”), and (ii) the audited consolidated balance sheetssheet of Eads Investment Holdings, including the schedules of investments, of ECP LLC (“Xxxx Seller”) and Eads as of December 31, 2019, December 31, 2018 and December 31, 20172016, and the related audited consolidated statements of operations, members’ deficit capital and cash flows of ECGfor the year then ended (the “Audited Xxxx Financial Statements”, and together with the Interim Xxxx Financial Statements, the “Xxxx Financial Statements”). The Xxxx Financial Statements fairly present in all related notes theretomaterial respects the financial condition and results of operations of Xxxx at the respective dates and for the respective periods described above. Xxxx has no Liability required under GAAP to be disclosed in a balance sheet of Xxxx, accompanied other than any Liability (A) incurred in the Xxxx Ordinary Course of Business since the Latest Xxxx Balance Sheet Date, (B) reflected on the Xxxx Financial Statements, (C) that is set forth in Section 4.5(e) of the Partnership Disclosure Letter, (D) that is a future executory Liability arising under any Material Contract (other than a breach thereof) or (E) incurred by or on behalf of Xxxx in connection with the reports thereon of ECP’s independent auditors Xxxx SPA, the Transaction Documents (as defined in the foregoing clauses Xxxx SPA) and the transactions contemplated hereby and thereby. (f) The Partnership has made available to Parent (i) Basin’s unaudited balance sheet as of December 31, 2016, and the related statements of income and cash flows for the fiscal year then ended (ii) collectively referred to as the “Annual Basin Financial Statements”) and (iiiii) the Basin’s unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG sheet as of September 30October 31, 2020, 2017 (the “Latest Basin Balance Sheet”) and the related consolidated statements statement of operations, members’ income for the ten (deficit10) equity and cash flows of ECGmonths then ended (the “Interim Basin Financial Statements” and, together with all related notes theretothe Annual Basin Financial Statements, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Basin Financial Statements”), are attached hereto . Except as Schedule 3.6(aset forth on Section 4.5(f) of the Partnership Disclosure Schedules. Each of Letter, the Basin Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) present fairly present, in all material respects, respects the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Basin as of the respective dates thereof times and for the respective periods indicated referred to therein, except as otherwise noted therein and subject, subject in the case of the Interim Basin Financial Statements, Statements to (x) changes resulting from normal and recurring year-end adjustments that (which changes will not, individually or in the aggregate, be material to Basin’s financial position and results of operations), and (y) the absence of footnotesfootnote disclosures and other presentation items which, if presented, would not be materially different from those in the Annual Basin Financial Statements. Basin does not have any Liabilities required under GAAP to be disclosed in a balance sheet of Basin, except for (A) Liabilities in the aggregate adequately disclosed, provided for, reflected in, reserved against or otherwise described in the Latest Basin Balance Sheet included in the Basin Financial Statements (or in any notes thereto) or included as a current liability in the calculation of Closing Net Working Capital (as defined in the Basin SPA), (B) Liabilities under Contracts to which Basin or any of its assets may be bound that were entered into in the Basin Ordinary Course of Business, (C) Liabilities disclosed on Section 4.5(f) of the Partnership Disclosure Letter, (D) Liabilities which have arisen in the Basin Ordinary Course of Business since October 31, 2017 and (E) Liabilities under the Basin SPA. (bg) Except as and The Partnership has made available to the extent adequately accrued or reserved against in Parent (i) the unaudited consolidated balance sheet of ECG or ECP The Xxxxxx Company, Inc. (“Xxxxxx”) as of December 31, 2016 (the “Xxxxxx Balance Sheet”) and the unaudited balance sheet of Xxxxxx as of September 30, 2020 2017, and the related unaudited statements of operations of Xxxxxx for the year ended December 31, 2016 and the unaudited statement of operations of Xxxxxx for the nine (collectively9) months ended September 30, 2017 (the “Reference Balance SheetXxxxxx Financial Statements”). The Xxxxxx Financial Statements have been derived from the books and records of Xxxxxx. The Xxxxxx Financial Statements fairly present the financial condition and results of operations of Xxxxxx and the Xxxxxx Business, none as applicable, as of the Enhanced Entities has dates and for the periods indicated. The Xxxxxx Business does not have any liability Liabilities or obligation Indebtedness of any nature, whether accrued, absolute, contingent nature or otherwise, whether known or unknown, that would be kind required by under GAAP to be reflected disclosed in a consolidated balance sheet of an Enhanced Entity, Xxxxxx except for (i) liabilities and obligations, incurred in as disclosed and/or reserved against on the ordinary course of business consistent with past practice since the date of the Reference Xxxxxx Balance Sheet, (ii) liabilities Liabilities and obligations that are notIndebtedness incurred subsequent to the date of the Xxxxxx Balance Sheet in Xxxxxx Ordinary Course of Business and (iii) the Excluded Liabilities (as defined in the Xxxxxx APA). (h) The Partnership has made available to Parent the unaudited balance sheet of Encova Consulting, Inc. (“Encova”) as of December 31, 2016 and the related unaudited statements of operations of Encova for the year ended December 31, 2016 (collectively, the “Encova Financial Statements”). The Encova Financial Statements have been derived from the books and records of Encova. Subject to the exceptions described on Section 4.5(h) of the Partnership Disclosure Letter, the Encova Financial Statements fairly present the financial condition and results of operations of Encova and the Encova Business, as applicable, as of the dates and for the periods indicated (subject to the absence of footnote disclosure and, in the case of the interim statements, normal year-end adjustments (which will not be material individually or in the aggregate, material )). Subject to the Enhanced Entitiesexceptions described on Section 4.5(h) of the Partnership Disclosure Letter, taken as all Liabilities of Encova required under GAAP to be disclosed in a whole, or (iii) balance sheet of Encova that relate to the Encova Business which existed at the date of such Encova Financial Statements have been recorded in the statements of assets and liabilities and obligations included in the computation of Transaction ExpensesEncova Financial Statements or disclosed in notes to the Encova Financial Statements to the extent such Liabilities were required, under GAAP, to be so recorded and/or disclosed. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached hereto as Section 3.4(a) of the Company Schedules are true, correct and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Group Companies as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements statement of operations, membersconsolidated statement of stockholders’ (deficit) equity and consolidated statement of cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and fiscal year then ended (the “Audited Financials”); (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Group Companies as of December 31, 2019, December 2020 and the income statement and statement of cash flows for the twelve (12)-month period then ended; and (iii) unaudited consolidated balance sheets of the Group Companies as of January 31, 2018 and December 31, 2017, 2021 (the “Latest Balance Sheet”) and the related audited unaudited consolidated statements of operations, members’ deficit income and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors Group Companies for the one (the foregoing clauses 1)-month period then ended. (b) The Financial Statements (i) have been prepared from, and reflect in all material respects, the books and records of the Group Companies, (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP Accounting Principles applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) thereto and subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments, none of which are material to the Group Companies, taken as a whole, and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except as otherwise noted therein and subject, in the case of the Interim unaudited Financial Statements, to the absence of footnotes and normal and recurring year-end adjustments adjustments. (c) Except (i) as set forth on the Latest Balance Sheet (including the notes, if any, thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iv) for Liabilities disclosed in Section 3.4(c) of the Company Schedules, (v) for Liabilities that will notwould not be required to be set forth on a balance sheet prepared in accordance with the Accounting Principles; provided, that such Liabilities are not material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced EntitiesGroup Companies, taken as a whole, or (iiivi) liabilities and obligations included for Liabilities that are not material to the Group Companies, taken as a whole, no Group Company has any Liabilities. No Group Company is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practiceSEC). (d) Except Each Group Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as set forth necessary to permit preparation of proper and accurate financial statements in Schedule 3.6(d)accordance with applicable accounting standards and to maintain accountability for the Group Companies’ assets. Since December 31, 2017, no Enhanced Entity Group Company has entered into received any undertakingwritten complaint, guarantee allegation, assertion or similar agreement on behalf claim that there is (i) “significant deficiency” in the internal controls over financial reporting of any GP Entitythe Group Companies, Seller(ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, any present whether or former employeenot material, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) that involves management or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director employees of the CompanyGroup Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 3.4(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2020 and December 31, 2017, 2021 and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30, 2020, the Latest Balance Sheet Date (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the nine month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 3.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (y) that the Audited Financial Statements and the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB and (z) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (x), (y) or (z), which are not expected to be material, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued in amount or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenseseffect. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth in on Schedule 3.6(d3.4(e), no Enhanced Entity Group Company has entered into any undertaking, guarantee or similar agreement on behalf Liabilities of any GP Entitynature whatsoever in excess of $250,000 that would be required to be reflected on an Unaudited Financial Statement prepared in accordance with GAAP, Sellerexcept (i) Liabilities reflected in or reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, any present or former employeearises out of, officerrelates to, is in the nature of, or director was caused by any breach of an Enhanced Entity Contract or, infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, other than those arising in compliance with Section 5.1; or (iv) for the Transaction Expenses, including fees, costs and expenses for advisors and Affiliates of the Group Companies, including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (f) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Company has delivered to Acquiror copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 20192003, December 31, 2018 2004 and December 31, 20172005, and the related audited consolidated statements of operations, members’ (deficit) changes in stockholders' equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s Company's independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “"Financial Statements”") and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September at June 30, 20202006 (the "Balance Sheet"), and the related consolidated statements of operations, members’ (deficit) changes in stockholders' equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “"Interim Financial Statements”"), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries (except as may be indicated in the notes thereto), (yii) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the absence of notes and normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and There are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Company or any of its Subsidiaries of a nature required to the extent adequately accrued be reflected on a balance sheet prepared in accordance with GAAP, other than any such debts, liabilities or obligations (i) reflected or reserved against in on the unaudited consolidated balance sheet of ECG Interim Financial Statements or ECP as of September 30, 2020 the notes thereto or (collectively, ii) incurred since the “Reference Balance Sheet”), none date of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred Balance Sheet in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities Company and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesits Subsidiaries. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies The ------------------------------------------------- Company has delivered to AEA balance sheets of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG Company dated as of December 31, 20191995 and September 30, 1996 and statements of income and cash flow of the Company for the year ending December 31, 2018 1995 and December 31for the nine months ending September 30, 2017, and the related audited consolidated 1996 (such financial statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively are herein referred to as the “"Financial Statements”) and (iii) the unaudited consolidated balance sheet"). Except as set forth on Schedule 3.8, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial -------------------- Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, generally accepted accounting principles (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto"GAAP") and (z) fairly presentpresent fairly, in all material respects, the consolidated financial position---- position of the Company as of their respective dates, and the results of its operations and its cash flows for each of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein. All customer accounts receivable of the Company and the Subsidiaries, except as otherwise noted therein and subject, whether reflected on the most recent balance sheet contained in the case Financial Statements (the "Balance Sheet") or subsequently created, have arisen from bona fide ------------- transactions in the ordinary course of business. To the knowledge of the Interim Financial StatementsCompany, to normal all such customer accounts receivable are good and recurring year-end adjustments that will notcollectible at the aggregate recorded amounts thereof, individually or in net of any applicable reserves for doubtful accounts reflected on the aggregate, be material and the absence of footnotesBalance Sheet. (b) Except as The Company and the Subsidiaries have no liabilities or obligations of any kind (whether absolute, accrued, contingent, determined, determinable or otherwise), except to the extent adequately accrued such liabilities or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for obligations (i) are fully reflected as liabilities and obligationsor reserved for on the Balance Sheet, (ii) are expressly disclosed in any Schedule hereto, (iii) are liabilities or obligations incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date and not in violation of any of the Reference Balance Sheet, terms of this Agreement or (iiiv) liabilities and obligations that are notdo not exceed, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses$200,000. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Copies of the following financial statements have been delivered to Parent or have been made available to Parent for its review and complete copies of are set forth on Schedule 4.4(a): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and as of December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated statements of operations, membersstockholders’ (deficit) equity equity, and cash flows of ECGfor the calendar year then ended, together with all related the notes thereto, accompanied by together with the reports thereon of ECG’s independent auditors, notes thereto (the “Audited Financial Statements”); and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company as of December August 31, 20192019 (such date, December 31the “Balance Sheet Date” and such balance sheet, 2018 and December 31, 2017the “Company Balance Sheet”), and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including statement of operations for the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ 8-month period then ended (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements” and, collectively with the Audited Financial Statements, the “Company Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Audited Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesGAAP, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved, and (zii) fairly present, in all material respects, the consolidated financial position, and results of operations operations, stockholders’ equity, and cash flows of the applicable Enhanced Entities Company and its Subsidiaries, on a consolidated basis, as of the respective dates thereof and for the respective periods indicated thereinindicated. Except as set forth on Schedule 4.4(b), except as otherwise noted therein and subject, in the case of the Interim Financial StatementsStatements (i) have been prepared by management of the Company in accordance with GAAP, to normal applied on a consistent basis throughout the periods involved (except for the absence of footnote disclosure and recurring any year-end adjustments in the ordinary course of business consistent with past practice), and (ii) fairly and accurately present, in all material respects, the financial position, and results of operations, stockholders’ equity, and cash flows of the Company and its Subsidiaries, on a consolidated basis, as of the dates and for the periods indicated. The Company Financial Statements were derived from the books and records of the Company. The transactions reflected in the Company Financial Statements represent bona fide transactions, and the revenues, expenses, assets and Liabilities of the Company and its Subsidiaries have been properly recorded therein in accordance with GAAP in all material respects. (c) Neither the Company nor any of its Subsidiaries have any Liabilities of any nature that will notare required to be reflected in the Company Financial Statements in accordance with GAAP other than (i) those set forth or adequately provided for on the Company Balance Sheet, (ii) those incurred in the conduct of the Company’s business since the Balance Sheet Date in the ordinary course of business that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount to the Company and its Subsidiaries, taken as a whole, and do not result from any breach of Contract or warranty or from any infringement, tort or violation of applicable Law, (iii) executory obligations pursuant to the express terms of any Contract that do not result from any breach of such Contract and (iv) those Liabilities incurred by the Company in connection with the execution of this Agreement (including Selling Expenses). Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability required to be material and reflected in the absence Company Financial Statements in accordance with GAAP to any third parties or entities, the purpose or effect of footnoteswhich is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied. Without limiting the generality of the foregoing, the Company is not the guarantor of any Indebtedness of any Person other than its Subsidiaries. (bd) Except Schedule 4.4(d) sets forth the names and locations of all banks and other financial institutions at which the Company or its Subsidiaries maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company and its Subsidiaries (the “Accounts Receivable”) as reflected on the Company Balance Sheet and to the extent adequately accrued or reserved against as will be reflected in the unaudited consolidated balance sheet Estimated Closing Statement, arose in the ordinary course of ECG business and represent bona fide claims against debtors for sales and other charges, and have been collected or ECP are collectible in the book amounts thereof within a time period consistent with past practice relating thereto, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the Estimated Closing Statement, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice and are reasonably sufficient to provide for any losses that may be sustained on realization of September 30the applicable Accounts Receivable. The Accounts Receivable arising after the Balance Sheet Date and before the Closing Date, 2020 including all Accounts Receivable reflected in the Net Working Capital, (collectivelyi) arose or shall arise in the ordinary course of business, (ii) represented or shall represent bona fide claims against debtors for sales and other charges; and (iii) have been collected or are collectible in the “Reference Balance Sheet”)book amounts thereof within a time period consistent with past practice relating thereto, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. As of the Agreement Date, none of the Enhanced Entities Accounts Receivable are subject to any claim of offset, recoupment, set-off or counter-claim and, to the Company’s Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any liability Lien on any Accounts Receivable, and no agreement for deduction or obligation discount has been made with respect to any such Accounts Receivable. Schedule 4.4(e) sets forth, as of any naturethe Agreement Date, whether accruedan aging of the Accounts Receivable in the aggregate and by customer. Schedule 4.4(e) sets forth, absoluteas of the Agreement Date, contingent such amounts of Accounts Receivable that are subject to asserted warranty claims by customers. (f) Each item of Inventory of the Company or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for its Subsidiaries (i) liabilities is free of any material defect or deficiency; (ii) is in good, usable and obligations, incurred currently marketable condition in the ordinary course of business consistent with past practice since (subject, in the date case of raw materials and work-in-process, to the completion of the Reference Balance Sheet, (ii) liabilities production process); and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included is properly reflected in the computation books and records at the lesser of Transaction Expensescost and fair market value, with adequate obsolescence reserves, all as determined in accordance with GAAP consistently applied. Since the Balance Sheet Date, there have not been any write-downs of the value of, or establishment of any reserves against, any Inventory of the Company or any of its Subsidiaries, except for write-downs and reserves in the ordinary course of business consistent with past practice. (cg) The books of account Company has established and financial records of the Enhanced Entities are true and correct maintains a system sufficient in all material respects to provide reasonable assurances (i) that transactions, receipts and have been prepared expenditures of the Company and its Subsidiaries are maintained in all material respects being executed and made only in accordance with sound accounting practice. appropriate authorizations of management and their board of directors or partners; (dii) Except that transactions are recorded as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf necessary (x) to permit preparation of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation financial statements consistent with prior periods and (including in respect of capital contributions or “clawback” of carried interesty) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director to maintain accountability for the material assets of the CompanyCompany and its Subsidiaries; (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the material assets of the Company and its Subsidiaries; and (iv) that the amount recorded for material assets of the Company or any of its Subsidiaries on the books and records of the Company are compared with the existing material assets of the Company and its Subsidiaries at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG E2open and its Subsidiaries as of December 31February 29, 20192020, December 31February 28, 2019 and February 28, 2018 and December 31, 2017, and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPE2open’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including the consolidated schedule sheet of investments, of ECG E2open and its Subsidiaries as of September 30August 31, 2020, 2020 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the six (6) month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, E2open and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of E2open and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth on Schedule 4.4(e), (i) the Company (A) has not conducted and does not conduct any material business or engage in any material activities other than those directly related to holding 100% of the limited liability company interests of E2open Intermediate, LLC, (B) has no assets other than 100% of the limited liability company interests of E2open Intermediate, LLC, (C) has no Liabilities and (ii) E2open Intermediate (A) was formed solely for the purpose of holding 100% of the limited liability company interests of E2open, (B) has not conducted any material business or engaged in any material activities other than those directly related to holding 100% of the limited liability company interests of E2open, (C) has no assets other than 100% of the limited liability company interests of E2open and has never engaged in any other activities other than incident to its ownership of E2open and (D) has no Liabilities. (f) Except as set forth on Schedule 3.6(d4.4(f), no Enhanced Entity Group Company has entered into any undertakingLiabilities that are required to be disclosed on a balance sheet in accordance with GAAP, guarantee except (i) Liabilities specifically reflected and adequately reserved against in the Audited Financial Statements or similar agreement on behalf specifically identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of or was caused by any GP Entitybreach of Contract, Sellerinfringement or violation of Law); (iii) Liabilities arising under this Agreement, any present the Ancillary Agreements or former employeethe performance by the Company of its obligations hereunder or thereunder; or (iv) for fees, officercosts and expenses for advisors and Affiliates of the Group Companies, or director of an Enhanced Entity in including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entity, Seller or present or former employee officer or director the Group Companies in connection with the transaction contemplated by this Agreement. (g) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. Absence of Changes. (a) True The Company has made available to Acquirer its audited, consolidated financial statements for each fiscal year subsequent to the Company’s inception date through December 31, 2013 and complete copies of unaudited, consolidated financial statements for the fiscal year ending December 31, 2014 (i) the audited consolidated including, in each case, balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationscash flows) (collectively, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), which are attached hereto included as Schedule 3.6(a2.4(a) of the Company Disclosure SchedulesLetter. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared are derived from and in accordance with the books and records of the applicable Enhanced EntitiesCompany, (yii) have been complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified, (iv) are true, correct and complete and (v) were prepared in accordance with GAAP the accounting principles defined in the French plan comptable general (règlement CRC 99-03) (the “Accounting Principles”), except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved. (except as may be indicated b) The Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the notes theretobalance sheet included in the Financial Statements (the “Company Balance Sheet”) and as of December 31, 2013 (zthe “Company Balance Sheet Date”), (ii) fairly present, those incurred in all material respects, the consolidated financial position, results of operations and cash flows conduct of the applicable Enhanced Entities as Company’s business since the Company Balance Sheet Date in the ordinary course consistent with past practice that are of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments type that will notordinarily recur and, individually or in the aggregate, be are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Applicable Law and (iii) those incurred by the absence Company in connection with the execution of footnotesthis Agreement. Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with the Accounting Principles consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (bc) Except as Schedule 2.4(c) of the Company Disclosure Letter sets forth a true, correct and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet complete list of ECG or ECP as all Company Debt, including, for each item of September 30, 2020 (collectivelyCompany Debt, the “Reference Balance Sheet”)agreement governing the Company Debt and the interest rate, none maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. (d) Schedule 2.4(d) of the Enhanced Entities has any liability or obligation Company Disclosure Letter sets forth the names and locations of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (the “Accounts Receivable”) as reflected on the Company Balance Sheet and as will be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice since and represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the date book amounts thereof within 120 days following the Agreement Date, less an amount not in excess of the Reference allowance for doubtful accounts provided for in the Company Balance SheetSheet or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts and warranty returns have been prepared in accordance with the Accounting Principles consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. The Accounts Receivable arising after the Company Balance Sheet Date and before the Closing Date (i) arose or shall arise in the ordinary course of business consistent with past practice, (ii) liabilities represented or shall represent bona fide claims against debtors for sales and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or other charges and (iii) liabilities and obligations included have been collected or are collectible in the computation book amounts thereof within 120 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with the Accounting Principles consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of Transaction Expensesthe applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 2.4(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (cf) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with the Accounting Principles and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) that the amount recorded for assets on the books of account and financial records of the Enhanced Entities are true Company is compared with the existing assets at reasonable intervals and correct in all material respects and have been prepared and are maintained in all material respects in accordance appropriate action is taken with sound accounting practice. (d) Except as set forth in Schedule 3.6(d)respect to any differences. None of the Company, no Enhanced Entity has entered into any undertakingthe Company’s independent auditors and, guarantee or similar agreement on behalf to the knowledge of any GP Entity, Sellerthe Company, any present current or former employee, officer, consultant or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company and, to the knowledge of the Company, any Representative of the Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to any officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Representatives. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. (g) Since the Company Balance Sheet Date, (i) the Company has conducted the Business only in the ordinary course of business consistent with past practice, (ii) there has not occurred any event that is material and adverse with respect to the Company and (iii) the Company has not done, caused or permitted any action that would constitute a breach of Section 5.2 if such action were taken by the Company, without the written consent of Acquirer, between the Agreement Date and the earlier of the termination of this Agreement and the Closing.

Financial Statements; No Undisclosed Liabilities. (a) True Section 4.5(a) of the Disclosure Schedule sets forth true and complete copies of (ii)(A) the audited consolidated Premise’s balance sheetssheet, including the consolidated schedules and related statement of investmentsincome, statement of ECG cash flows and changes in stockholders equity as of and for the twelve-month periods ended February 28, 2005, compiled by Xxxxxx X. Xxxxxxxx, Certified Public Accountant, P.C., and (B) Premise’s balance sheet, and related statement of income, statement of cash flows and changes in stockholders equity as of and for the twelve-month periods ended December 31, 20192007 and 2006, December 31in each case audited by Xxxxxxxxx, 2018 Xxxxxx & XxXxxxxxxx LLP, independent certified public accountants, with such accountant’s unqualified reports attached thereto (collectively, the financial statements under clauses (A) and December 31(B), 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors“Year-End Financial Statements”), and (ii) the audited consolidated Premise’s balance sheets, including the schedules sheet and related statement of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit income and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September and for the eleven months ended November 30, 2020, and the related consolidated statements of operations, members’ 2008 (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Year-End Financial Statements and the Interim Financial Statements are collectively referred to herein as the “Financial Statements”). (xb) have been The Financial Statements (i) were prepared by Premise in accordance with the books and records of the applicable Enhanced EntitiesPremise, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) are true, correct and (z) fairly present, complete in all material respects, (iii) reflect the consolidated consistent application of all accounting principles, practices and methods of Premise throughout the periods thereof, except as disclosed therein, and (iv) fairly present the financial position, condition and results of operations and cash flows operation of the applicable Enhanced Entities Premise as of the respective dates thereof and for the respective periods indicated thereincovered thereby, all in accordance with GAAP (consistently applied, except as otherwise noted therein and disclosed therein), subject, in the case of the Interim Financial Statements, to the absence of notes and to normal and recurring year-end adjustments that will notaudit adjustments. The Financial Statements do not contain any material items of a special or nonrecurring nature, individually or in the aggregate, be material and the absence of footnotes. (b) Except except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation expressly stated therein. No financial statements of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be other Person are required by GAAP to be reflected included in a consolidated balance sheet the financial statements of an Enhanced Entity, except for Premise. (c) There are no Liabilities of Premise other than: (i) liabilities Liabilities accrued on the balance sheet dated as of November 30, 2008; and obligations(ii) current Liabilities incurred and unpaid since November 30, 2008 that have been incurred in the ordinary course of business consistent with past practice since practice, are accrued on the date balance sheet of Premise as of the Reference Balance SheetClosing Date, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records calculations of the Enhanced Entities Estimated Closing Date Debt, Estimated Closing Date Net Working Capital, Final Closing Date Debt and the Final Closing Date Net Working Capital, as applicable. Deferred revenue amounts indicated on the balance sheet dated as of November 30, 2008 do not, and the Current Liabilities will not, reflect reserves for Threatened claims against Premise or claims that, to the Knowledge of Premise, are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practicelikely to be made against Premise. (d) Except Premise maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (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 that are in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s 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 the differences. None of the Stockholders or Premise have been advised by any independent certified public accountant of Premise that there is a significant deficiency or material weakness in the design or operation of Premise’s internal controls, except as set forth in Schedule 3.6(d)the management letter of Xxxxxxxxx, no Enhanced Entity has entered into any undertakingXxxxxx & XxXxxxxxxx LLP, guarantee or similar agreement on behalf independent certified public accountants, to the Premise Audit Committee and management, dated June 30, 2008, each of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Companywhich significant deficiencies and material weaknesses have been remediated.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Section 4.4 of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2020 and December 31, 20172019, and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports are unqualified) (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30March 31, 2020, 2021 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, cash flows and members’ equity for the three month period then ended (deficit) equity and cash flows of ECGcollectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”), are attached hereto . (b) Except as Schedule 3.6(aset forth on Section 4.4(b) of the Company Disclosure Schedules. Each of , the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books Each Group Company has devised and maintains a system of account internal accounting policies and financial records of the Enhanced Entities controls sufficient to provide reasonable assurances that (i) transactions are true and correct in all material respects and have been prepared and are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) that the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not received written notice from an independent auditor regarding (i) any fraud that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth on Section 4.4(e) of the Company Disclosure Schedules, no Group Company has any material Liabilities, except (i) Liabilities specifically reflected and adequately reserved against in Schedule 3.6(dthe Financial Statements or specifically identified in the notes thereto, (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of or was caused by any breach of Contract or material infringement or violation of Law), no Enhanced Entity has entered into (iii) Liabilities arising under this Agreement, the Ancillary Agreements or the performance by the Company of its obligations hereunder or thereunder or (iv) Liabilities for Transaction Expenses. (f) No Group Company maintains any undertaking, guarantee or similar agreement on behalf “off-balance sheet arrangement” within the meaning of any GP Entity, Seller, any present or former employee, officer, or director Item 303 of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the following financial statements (such financial statements, the “Financial Statements”) are included in the Company SEC Reports: (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2021 and December 31, 20172022, and the related audited consolidated statements of operationscomprehensive income, members’ (deficit) equity and cash flows of ECGand equityholders’ equity for the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports are unqualified) (i) and (ii) collectively referred to as collectively, the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30, 2020the Latest Balance Sheet Date (the “Unaudited Balance Sheet”), and the related unaudited consolidated statements of operations, members’ (deficit) equity comprehensive income and cash flows of ECGfor the nine (9)-month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Gxxxx Xxxxxxxx Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes theretothereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; (iii) in the case of the Audited Financial Statements, were audited in accordance with the standards of the PCAOB by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act and contain an unqualified report of the Gxxxx Xxxxxxxx Companies’ auditors and comply with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder, including Regulation S-X or Regulation S-K, as applicable; and (ziv) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except except, in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, in and (y) that the case of the Interim Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (x) and (y), which are not expected to be material, individually or in the aggregate, be material and in amount or effect. None of the absence of footnotes. (b) Except as and Company Subsidiaries has ever been subject to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet reporting requirements of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none Sections 13(a) and 15(d) of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesExchange Act. (c) The books of account and other financial records of the Enhanced Entities are true and correct in all material respects and each Gxxxx Xxxxxxxx Company have been prepared and are maintained kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of each of the Gxxxx Xxxxxxxx Companies have been properly recorded therein in all material respects. Each Gxxxx Xxxxxxxx Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions thereof are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions thereof are executed only in accordance with sound accounting practicethe authorization of management thereof and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of its properties or assets (collectively, “Internal Controls”). (d) Except as Since the Lookback Date, none of the Gxxxx Xxxxxxxx Companies or any of the independent accountants or board of directors (or the audit committees thereof) of any of the Gxxxx Xxxxxxxx Companies has identified or been made aware of any (i) “significant deficiency” in the Internal Controls of any Gxxxx Xxxxxxxx Company, (ii) “material weakness” in the Internal Controls of any Gxxxx Xxxxxxxx Company, (iii) fraud, whether or not material, that involves management or other employees of any Gxxxx Xxxxxxxx Company who have a significant role in the Internal Controls of any Gxxxx Xxxxxxxx Company or (iv) complaints, allegations, assertions or claims regarding a violation of accounting procedures, internal accounting controls or auditing matters, including from any employee of any Gxxxx Xxxxxxxx Company or any of its Subsidiaries regarding questionable accounting, auditing or legal compliance matters. (e) No Gxxxx Xxxxxxxx Company has any Liabilities of any nature whatsoever that would be required to be reflected on the Unaudited Financial Statements prepared in accordance with GAAP, except (i) Liabilities expressly set forth in Schedule 3.6(dor reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of Contract or infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, including those arising in compliance with Section 5.1; or (iv) Liabilities for fees, costs and expenses for advisors and Affiliates of the Gxxxx Xxxxxxxx Companies, including with respect to legal, accounting or other advisors incurred by the Gxxxx Xxxxxxxx Companies in connection with the transactions contemplated by this Agreement. (f) Since the Lookback Date, no Gxxxx Xxxxxxxx Company has been a party to, or has had any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among any of the Gxxxx Xxxxxxxx Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303 of Regulation S-K of the Exchange Act), no Enhanced Entity has entered into any undertaking, guarantee where the purpose or similar agreement on behalf intended effect of such arrangement is to avoid disclosure of any GP Entitymaterial transaction involving, Selleror material Liabilities of, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the CompanyGxxxx Xxxxxxxx Companies.

Financial Statements; No Undisclosed Liabilities. (a) True Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, 2019 and December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationscomprehensive loss, cash flows and members’ (deficit) equity and cash flows of ECGfor the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30March 31, 2020, 2021 (the “Unaudited Balance Sheet”) and the related unaudited consolidated statements of operationscomprehensive loss, members’ (deficit) equity and cash flows of ECGfor the three (3) month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”). (b) Except as set forth on Schedule 4.4(b), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Group Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes thereto) thereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; and (ziii) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and then ended (subject, in the case of the Interim Unaudited Financial Statements, to normal the absence of footnotes and recurring year-end adjustments that will notadjustments, none of which would be expected to be material to the Group Companies, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses). (c) The books of account and other financial records of the Enhanced Entities are true and correct each Group Company have been kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been prepared properly recorded therein in all material respects. Each Group Company has devised and maintains a system of internal accounting policies and controls sufficient to provide reasonable assurances that (i) transactions are maintained executed in all material respects in accordance with sound accounting practicemanagement’s authorization; (ii) the transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) the amount recorded for assets on the books and records of each Group Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any difference (collectively, “Internal Controls”). (d) The Company has not identified and has not received written notice from an independent auditor of (i) any significant deficiency or material weakness in the system of Internal Controls utilized by the Group Companies; (ii) any fraud, whether or not material, that involves the Group Companies’ management or other employees who have a role in the preparation of financial statements or the Internal Controls utilized by the Group Companies; or (iii) any claim or allegation regarding any of the foregoing. There are no significant deficiencies or material weaknesses in the design or operation of the Internal Controls over financial reporting that would reasonably be expected to materially and adversely affect the Group Companies’ ability to record, process, summarize and report financial information. (e) Except as set forth in on Schedule 3.6(d4.4(e), no Enhanced Entity Group Company has entered into any undertakingLiabilities that are required to be disclosed on a balance sheet in accordance with GAAP, guarantee except (i) Liabilities expressly set forth in the Audited Financial Statements or similar agreement on behalf the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of or was caused by any GP Entitybreach of Contract, Sellerinfringement or violation of Law); (iii) Liabilities arising under this Agreement, any present the Ancillary Agreements or former employeethe performance by the Group Companies of their respective obligations hereunder or thereunder; (iv) for fees, officercosts and expenses for advisors and Affiliates of the Group Companies, or director of an Enhanced Entity in including with respect of any capital commitmentto legal, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) accounting or other substantially similar payments owed advisors incurred by such GP Entitythe Group Companies in connection with the transactions contemplated by this Agreement; (v) executory obligations under Contracts; or (vi) Liabilities that are not and would not reasonably be expected to be material to the Group Companies, Seller or present or former employee officer or director taken as a whole. (f) No Group Company maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the CompanySecurities Exchange Act.

Financial Statements; No Undisclosed Liabilities. (a) True Attached to Schedule 3.06(a) are complete and complete correct copies of of: (i) the audited unaudited consolidated balance sheets, including the consolidated schedules of investments, of ECG sheet as of December 31June 30, 2019, December 31, 2018 and December 31, 2017, 2019 (the “Latest Balance Sheet”) and the related audited consolidated statements statement of operations, members’ (deficit) equity income and cash flows for the ten-month period then ended of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditorsCompany and its Subsidiaries (the “Unaudited Financial Statements”), and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP sheet as of December 31, 2019, December 31, 2018 and December 31, 2017of, and the related audited consolidated statements of operations, members’ deficit income and cash flows for the fiscal years ended, August 31, 2017 and August 31, 2018 of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors Company and its Subsidiaries (the foregoing clauses (i) “Audited Financial Statements” and (ii) collectively referred to as with the Unaudited Financial Statements, the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG ). Except as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”set forth on Schedule 3.06(a), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared prepared, in accordance with the books and records of the applicable Enhanced Entitieseach case, (y) have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) consistently applied, and (z) present fairly present, in all material respects, in accordance with GAAP consistently applied, the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries, as applicable, as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted referred to therein and subject, in the case of the Interim Financial Statementsunaudited financial statements, to (y) the absence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments (which are expected to be consistent with past practice and not material in nature or amount). The Company maintains a system of internal accounting controls sufficient for a business of the type conducted by the Company, including to provide reasonable assurance that will not(1) transactions are executed in accordance with management’s general or specific authorizations and (2) transactions are recorded as necessary to permit preparation of financial statements by the Company in conformity with GAAP. The Company has never identified any fraud by any management or other employees who have a significant role in internal controls and, individually or in to the aggregateCompany’s knowledge, be material and the absence of footnotesno such Fraud has been alleged. (b) Except as set forth on Schedule 3.06(b), the Company and to the extent adequately its Subsidiaries do not have any Liabilities, except (i) Liabilities accrued on or reserved against in the unaudited consolidated balance sheet Latest Balance Sheet or disclosed in the notes thereto or in the notes to the other Financial Statements, (ii) Liabilities that have arisen since the date of ECG the Latest Balance Sheet in the ordinary course of business, (iii) Liabilities arising in connection with the Transactions, (iv) Liabilities to be included in the computation of Closing Indebtedness or ECP Transaction Expenses, (v) Liabilities to be included in the computation of Closing Net Working Capital, (vi) Liabilities disclosed in another section of the Disclosure Schedules, and (vii) Liabilities which would not have a Material Adverse Effect. This representation will not be deemed breached as a result of September 30, 2020 (collectivelya change in applicable Law, the “Reference Balance Sheet”Code or GAAP after the Closing. (c) Except as set forth on Schedule 3.06(c), none all accounts receivable of the Enhanced Entities has any liability Company and its Subsidiaries that are reflected on the Latest Balance Sheet represent valid obligations arising from sales actually made or obligation services actually performed in the ordinary course of business. All reserves for the collection of such accounts receivable were calculated in accordance with GAAP consistently applied. To the Company’s knowledge, there is no material contest, claim or right of set-off, other than returns in the ordinary course of business, relating to the amount or validity of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in such account receivable. (d) All inventory of the Company and its Subsidiaries consists of a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities quality and obligations, incurred quantity usable and salable in the ordinary course of business consistent with past practice since practice, except for obsolete, damaged or defective items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by the date Company free and clear of all liens (other than Permitted Liens), and no inventory is held on a consignment basis. (e) The Company is a holding company and does not directly engage in any of the Reference Balance Sheetbusiness activities conducted by the Company or its Subsidiaries and, (iiexcept as set forth on Schedule 3.06(e) does not directly own any assets or properties used by the Company or any of its Subsidiaries in the conduct of their respective businesses. Except for liabilities and obligations that are notincurred in connection with its formation, individually organization and capitalization, Sellers have not incurred any Liabilities or engaged in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf business activities of any GP Entitytype or kind, Seller, any present other than activities ancillary to or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed contemplated by such GP Entity, Seller or present or former employee officer or director of the Companythis Agreement.

Financial Statements; No Undisclosed Liabilities. (a) True Section 4.14 of the BridgeBio Disclosure Letter sets forth true, complete and complete correct copies of (i) the audited unaudited consolidated balance sheets, including the consolidated schedules sheets of investments, of ECG each In-Scope Entity as of December 31June 30, 2019, December 31, 2018 and December 31, 20172024, and the related audited unaudited consolidated statements of operationsoperations for the six (6) month period then ended (together, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the The Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP (consistently applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes theretoinvolved) and (z) fairly presentare in accordance with the accounting records of BridgeBio and its Subsidiaries, and present fairly, in all material respects, the consolidated financial position, condition and results of operations and cash flows of each In-Scope Entity, as of the applicable Enhanced Entities as date or period covered thereby, subject to (i) normal year-end adjustments, (ii) the absence of footnotes, and (iii) the exclusion of Excluded Assets and Excluded Liabilities. (b) None of the respective dates thereof and for Acquired Subsidiaries has any Liabilities of a type that would be required to be reflected on a balance sheet of the respective periods indicated thereinAcquired Subsidiaries prepared in accordance with GAAP, except as otherwise noted therein for (i) Liabilities reflected (and subject, reserved for in accordance with GAAP) in the case of the Interim Financial Statements, (ii) Liabilities that have arisen after the date of the Financial Statements in the ordinary course (none of which relates to normal a breach of Contract, breach of warranty, tort, misappropriation, infringement, violation of Law or a Legal Proceeding) and recurring year-end adjustments that will not(iii) Liabilities that, individually or in the aggregate, would not be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced EntitiesAcquired Subsidiaries, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of The Trust has previously delivered to Purchaser the (i) audited balance sheet of the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG Company as of December 31, 2019, December 31, 2018 and December 31, 20172007, and the related audited consolidated statements of operationsincome, memberscash flow and shareholders’ (deficit) equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by a copy of such auditor’s report (the reports thereon of ECG’s independent auditors“2007 Financials”), and (ii) audited balance sheet of the audited consolidated balance sheets, including the schedules of investments, of ECP Company as of December 31, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, memberscash flow and shareholders’ deficit equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon a copy of ECPsuch auditor’s independent auditors report (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements2008 Financials”) and ), (iii) audited balance sheet of the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG Company as of September 30December 31, 20202009, and the related consolidated audited statements of operationsincome, memberscash flow and shareholders’ equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report (deficit) equity and cash flows of ECG, together with all related notes theretothe “2009 Financials”), and (iv) audited balance sheet of the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP Company as of September 30December 31, 20202010 (the “Latest Balance Sheet”), and the related consolidated audited statements of operationsincome, memberscash flow and shareholders’ deficit equity for the twelve-month periods then ended, certified by the Company’s independent public accountants and cash flows accompanied by a copy of ECPsuch auditor’s report (the “2010 Financials”, and together with all related notes thereto (the foregoing clauses (iii) 2009 Financials, the 2008 Financials and (iv) collectively referred to as the 2007 Financials, the “Interim Historical Financial Statements”), are attached hereto . The 2010 Financials shall also be referred to herein as Schedule 3.6(a) of the Disclosure Schedules“Latest Financial Statements”. Each of the The Historical Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany (together with AVP in the case of the Latest Financial Statements) and fairly present in all material respects the financial condition of the Company (together with AVP in the case of the Latest Financial Statements) as of the dates indicated and the results of operations of the Company (together with AVP in the case of the Latest Financial Statements) for the respective periods indicated, (y) and have been prepared in accordance with GAAP applied GAAP. Neither the Company nor AVP has any liability of a nature required to be disclosed on a consistent basis throughout the periods indicated (except as may be indicated balance sheet or in the notes thereto) and (z) fairly present, to financial statements prepared in all accordance with GAAP which are individually or in the aggregate material respects, to the consolidated financial positionbusiness, results of operations and cash flows or financial condition of the applicable Enhanced Entities Company and AVP taken as of the respective dates thereof and for the respective periods indicated thereina whole, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually for liabilities or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent obligations adequately accrued reflected or reserved against in on the unaudited consolidated balance sheet of ECG Latest Balance Sheet or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none described on Section 4.9 of the Enhanced Entities has any liability Disclosure Schedule and liabilities or obligation of any natureobligations incurred since December 31, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred 2010 in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesbusiness. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True Attached hereto as Section 3.5(a) of the Disclosure Schedules are true, correct, and complete copies of the following financial statements (such financial statements, the “Financial Statements”): (i) the audited unaudited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Acquired Business as of each of December 31, 2020 (the “Reference Balance Sheet”), December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated unaudited statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by income for the reports thereon of ECG’s independent auditorsrespective fiscal years then ended, and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Acquired Business as of December 31February 28, 2019, December 31, 2018 and December 31, 2017, 2021 and the related audited consolidated statements unaudited statement of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by income for the reports thereon of ECP’s independent auditors 2-month period then ended. (the foregoing clauses (ib) and (ii) collectively referred to Except as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(aset forth on Section 3.5(a) of the Disclosure Schedules. Each of , the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with were derived from the books and records of the applicable Enhanced EntitiesGroup Companies, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes thereto) thereto and subject to the absence of notes and normal year-end adjustments (which are not material to the Acquired Business, either individually or in the aggregate), and (ziii) fairly present, in all material respects, the consolidated financial position, condition and results of operations and cash flows of the applicable Enhanced Entities Acquired Business as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesreferred to. (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none There is no Liability of the Enhanced Entities has any liability or obligation Acquired Business of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be a type required by GAAP to be reflected in or reserved for on a consolidated balance sheet of an Enhanced Entitythe Acquired Business prepared in accordance with GAAP, except for Liabilities (i) liabilities and obligations, incurred reflected or reserved for in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or have arisen since the date of the Reference Balance Sheet in the aggregateOrdinary Course of Business, material to the Enhanced Entitiesnone of which is a Liability for violation of Law, taken as a wholebreach of Contract, breach of warranty, tort, misappropriation, or infringement, (iii) which constitute Seller Expenses, (iv) under this Agreement or any Ancillary Document, or (iiiv) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d)Section 3.5(c) of the Disclosure Schedules. Neither the Acquired Business nor, no Enhanced Entity has entered into with respect to the Acquired Business, any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, is party to any present or former employee, officer, or director “off balance sheet arrangement” (as defined in Item 303(a) of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed Regulation S-K promulgated by such GP Entity, Seller or present or former employee officer or director of the CompanyU.S. Securities and Exchange Commission).

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the following financial statements (such financial statements, the “Financial Statements”) are included in the Company SEC Reports: (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 2021 and December 31, 20172022, and the related audited consolidated statements of operationscomprehensive income, members’ (deficit) equity and cash flows of ECGand equityholders’ equity for the fiscal years ended on such dates, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses which reports are unqualified) (i) and (ii) collectively referred to as collectively, the “Audited Financial Statements”) and ); and (iiiii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September 30, 2020the Latest Balance Sheet Date (the “Unaudited Balance Sheet”), and the related unaudited consolidated statements of operations, members’ (deficit) equity comprehensive income and cash flows of ECGfor the nine (9)-month period then ended (collectively, together with all related notes theretothe Unaudited Balance Sheet, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”), are attached hereto as Schedule 3.6(a. (b) of the Disclosure Schedules. Each of the Financial Statements and the Interim The Financial Statements (xi) have been prepared in accordance with from the books and records of the applicable Enhanced Entities, Xxxxx Xxxxxxxx Companies; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (indicated, except as may be indicated in the notes theretothereto and subject, in the case of the Unaudited Financial Statements, to the absence of footnotes and year-end adjustments; (iii) in the case of the Audited Financial Statements, were audited in accordance with the standards of the PCAOB by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act and contain an unqualified report of the Xxxxx Xxxxxxxx Companies’ auditors and comply with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder, including Regulation S-X or Regulation S-K, as applicable; and (ziv) fairly present, in all material respects, the consolidated financial position, position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinthen ended, except except, in each of clauses (ii) and (iii): (w) as otherwise noted therein therein, (x) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, in and (y) that the case of the Interim Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will notrequired by GAAP, in each case of clauses (x) and (y), which are not expected to be material, individually or in the aggregate, be material and in amount or effect. None of the absence of footnotes. (b) Except as and Company Subsidiaries has ever been subject to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet reporting requirements of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none Sections 13(a) and 15(d) of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesExchange Act. (c) The books of account and other financial records of the Enhanced Entities are true and correct in all material respects and each Xxxxx Xxxxxxxx Company have been prepared and are maintained kept accurately in all material respects in the Ordinary Course of Business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of each of the Xxxxx Xxxxxxxx Companies have been properly recorded therein in all material respects. Each Xxxxx Xxxxxxxx Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions thereof are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions thereof are executed only in accordance with sound accounting practicethe authorization of management thereof and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of its properties or assets (collectively, “Internal Controls”). (d) Except as Since the Lookback Date, none of the Xxxxx Xxxxxxxx Companies or any of the independent accountants or board of directors (or the audit committees thereof) of any of the Xxxxx Xxxxxxxx Companies has identified or been made aware of any (i) “significant deficiency” in the Internal Controls of any Xxxxx Xxxxxxxx Company, (ii) “material weakness” in the Internal Controls of any Xxxxx Xxxxxxxx Company, (iii) fraud, whether or not material, that involves management or other employees of any Xxxxx Xxxxxxxx Company who have a significant role in the Internal Controls of any Xxxxx Xxxxxxxx Company or (iv) complaints, allegations, assertions or claims regarding a violation of accounting procedures, internal accounting controls or auditing matters, including from any employee of any Xxxxx Xxxxxxxx Company or any of its Subsidiaries regarding questionable accounting, auditing or legal compliance matters. (e) No Xxxxx Xxxxxxxx Company has any Liabilities of any nature whatsoever that would be required to be reflected on the Unaudited Financial Statements prepared in accordance with GAAP, except (i) Liabilities expressly set forth in Schedule 3.6(dor reserved against in the Financial Statements or identified in the notes thereto; (ii) Liabilities which have arisen after the Latest Balance Sheet Date in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of Contract or infringement or violation of Law); (iii) Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the Company of its obligations hereunder or thereunder, including those arising in compliance with Section 5.1; or (iv) Liabilities for fees, costs and expenses for advisors and Affiliates of the Xxxxx Xxxxxxxx Companies, including with respect to legal, accounting or other advisors incurred by the Xxxxx Xxxxxxxx Companies in connection with the transactions contemplated by this Agreement. (f) Since the Lookback Date, no Xxxxx Xxxxxxxx Company has been a party to, or has had any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract or arrangement relating to any transaction or relationship between or among any of the Xxxxx Xxxxxxxx Companies, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangement” (within the meaning of Item 303 of Regulation S-K of the Exchange Act), no Enhanced Entity has entered into any undertaking, guarantee where the purpose or similar agreement on behalf intended effect of such arrangement is to avoid disclosure of any GP Entitymaterial transaction involving, Selleror material Liabilities of, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the CompanyXxxxx Xxxxxxxx Companies.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Attached as Section 3.4(a) of the Company’s Disclosure Letter are (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG OppFi Companies as of December 31, 2019, 2019 and December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationsincome, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of years ended December 31, 2019, 2019 and December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Annual Financial Statements”) and (iiiii) the unaudited consolidated balance sheet, including sheets of the consolidated schedule of investments, of ECG OppFi Companies as of September 30December 31, 20202020 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of operationsoperations for the fiscal periods then ended (the “Unaudited Financial Statements”, members’ (deficit) equity and cash flows of ECGand, together with all related notes theretothe Annual Financial Statements, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a. (b) Each of the Disclosure SchedulesFinancial Statements have been derived from the books and records of the OppFi Companies. Each of the Financial Statements and the Interim Financial Statements (xi) have has been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared all material respects in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) therein and (zii) fairly presentpresents, in all material respects, the consolidated combined assets, liabilities and financial position, results of operations and cash flows of the applicable Enhanced Entities condition as of the respective dates thereof and the operating results of the OppFi Companies for the respective periods indicated thereincovered thereby, except in each of clauses (i) and (ii): (A) as otherwise noted therein therein, (B) that the Unaudited Financial Statements do not include footnotes, schedules, statements of equity and subjectstatements of cash flow and disclosures required by GAAP, (C) that the Unaudited Financial Statements have not been prepared in the case accordance with Regulation S-X of the Interim SEC or the standards of the PCAOB, and (D) that the Unaudited Financial Statements, to normal and recurring Statements do not include all year-end adjustments that will required by GAAP, in each case of clauses (A), (B), (C), or (D), which are not, material, individually or in the aggregate, be material in amount or effect. The Annual Financial Statements were prepared in accordance with Regulation S-X of the SEC and the absence standards of footnotesthe PCAOB. (bc) Except as Each of the independent auditors for the OppFi Companies, with respect to their report included in the Annual Financial Statements, is an independent registered public accounting firm within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC and the PCAOB. (d) The OppFi Companies have no material Liabilities that are required to the extent adequately accrued be disclosed on a balance sheet in accordance with GAAP, other than (i) Liabilities set forth in or reserved against in the unaudited consolidated balance sheet of ECG Unaudited Financial Statements or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none notes thereto or books and records of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, OppFi Companies; (ii) Liabilities that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since have arisen after the date of the Reference Latest Balance Sheet, (ii) liabilities and obligations that are not, individually or Sheet in the aggregate, material to the Enhanced Entities, taken as a whole, or Ordinary Course of Business; (iii) liabilities and Liabilities arising under this Agreement, the Ancillary Agreements and/or the performance by the OppFi Companies of their respective obligations included hereunder or thereunder or incurred in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, including the Transaction Expenses; (iv) Liabilities disclosed in the computation of Company’s Disclosure Letter; or (v) Liabilities for Company Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.