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

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ audited consolidated balance sheet as of December 31, 2023, and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ 3.16(a) contains true and its Subsidiaries’ complete copies of (i) the audited consolidated balance sheet sheets of the Target Companies as of December 31, 2023, 2011 and 2012 and the related audited consolidated statements of operations, comprehensive loss, operations and cash flows and deficit for the fiscal year then ended December 31, 2010, 2011 and 2012, including any notes thereto (collectively, the “Audited Financial Statements”), and (ii) and the unaudited consolidated balance sheets sheet of the Target Companies as of June September 30, 2024 2013 (the “Interim Balance Sheet Date”) and the related unaudited consolidated statements of operations, comprehensive loss, operations and cash flows and deficit for the portion of the fiscal year eight-month period then ended (the “Unaudited Interim Financial Statements” and”, and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance conformity with GAAP (except in each case as described in the notes thereto) applied on a consistent basis during throughout the periods involved (except as may be indicated covered thereby using the same accounting principles, policies and methods historically used in connection with the notes thereto) andcalculation of the items reflected thereon and fairly present, in all material respects, the case financial condition and results of Unaudited operations of the Target Companies (taken as a whole) as of the respective dates thereof and for the respective periods indicated therein, except that the Interim Financial Statements, Statements omit footnotes and are subject to (i) normal normal, recurring year-end audit adjustments (none and accruals necessary to present fairly the financial condition and results 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 operations of the dates thereof and the consolidated results of their operations and cash flows for the periods shownTarget Companies (taken as a whole).

Financial Statements; No Undisclosed Liabilities. The audited financial statements and unaudited interim financial statements (aincluding the related notes and schedules) Attached to Schedule 3.4 are Sellers’ of the Company and its Subsidiaries’ audited consolidated balance sheet as of December 31, 2023, and subsidiaries included or incorporated by reference in the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the fiscal year then ended Company SEC Reports (collectively, the “Audited Company Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregate) reflected therein 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 the Company and their Subsidiaries its consolidated subsidiaries as of the dates thereof indicated and the its consolidated results of their operations and cash flows for the periods shownthen ended, subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, in the aggregate, are not material. Neither the Company nor any of its Subsidiary has any liabilities, whether accrued, contingent or otherwise, other than (a) liabilities disclosed in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereof, (b) liabilities reflected in the balance sheet as of September 30, 2004 included in the Company Financial Statements (the “September 30, 2004 Balance Sheet”), (c) liabilities incurred since September 30, 2004 in the ordinary course of business, and (d) liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true and complete copies of (ai) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ the audited consolidated and consolidating balance sheet sheets of each of the Acquired Companies as of December 31, 20232004, December 31, 2005 and December 31, 2006 and the related consolidated statements of operationsincome, comprehensive lossretained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”), and deficit (ii) the unaudited balance sheet of each of the Acquired Companies for the fiscal year then eight (8) months ended August 31, 2007 (collectively, the “Audited Financial StatementsBalance Sheet Date”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operationsincome, comprehensive lossretained earnings, shareholders’ equity and cash flows and deficit for the portion of each of the fiscal year then ended Acquired Companies (the “Unaudited Financial StatementsInterim Financials” and, together and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except indicated. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as may be of the dates, and for the periods, indicated in the notes thereto) andtherein, subject, in the case of Unaudited Financial Statementsthe Interim Financials, subject to (i) normal year-end audit adjustments (none adjustments. No financial statements of which any Person other than the Acquired Companies 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 required by GAAP to be included in the Audited Company 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.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 6.06(a) are Sellers’ and its Subsidiaries’ complete copies of (i) the audited consolidated balance sheet of the Group Companies as of December 31, 2023, 2017 and the related audited consolidated statements of operations, comprehensive loss, income and cash flows and deficit for the fiscal year then ended December 31, 2017, (collectivelyii) the audited consolidated balance sheet of the Group Companies as of December 31, 2018 (the “Audited "Latest Balance Sheet") and the related audited statements of income and cash flows for the fiscal year ended December 31, 2018 (the "Year-End Financial Statements”") and (iii) the unaudited consolidated balance sheets sheet of the Group Companies as of June 30March 31, 2024 and 2019 ( the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited "Interim Financial Statements” and, together " and collectively with the Audited Year-End Financial Statements, the “"Financial Statements”"). The Except as set forth on Schedule 6.06(a), the Financial Statements are based on the books and records of the Group Companies and fairly present, in all material respects, the financial position and results of operations of the Group Companies, as of the dates and for the periods referred to therein and have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods period involved (except as may be indicated in the notes thereto) andsubject, in the case of Unaudited the Interim Financial Statements, subject to (i) normal audit adjustments to non-cash items at year-end audit end, which adjustments (include goodwill and deferred Taxes, and the lack of footnote disclosures and other presentation items, none of which are materialsuch adjustments, notes or presentation items would be 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.

Financial Statements; No Undisclosed Liabilities. (a) Attached The Acquired Companies have delivered to Schedule 3.4 are Sellers’ Buyer correct and its Subsidiaries’ audited consolidated complete copies of (i) the unaudited balance sheet sheets and statements of income of the Acquired Companies as of and for the year ended December 31, 20232022, and (ii) the related consolidated reviewed balance sheets and statements of operations, comprehensive loss, cash flows income of the Acquired Companies as of and deficit for the fiscal year then ended December 31, 2021 (collectively, the “Audited Financial StatementsFinancials”), which are included as Section 3.7(a) of the Acquired Company Disclosure Schedule. The Financials (A) are derived from and unaudited consolidated balance sheets in accordance with the books and records of the applicable Acquired Company and its Subsidiaries, (B) complied as to form with applicable accounting requirements with respect thereto as of June 30their respective dates, 2024 (C) fairly and accurately present the consolidated financial condition of the applicable Acquired Company and its Subsidiaries at the dates therein indicated and the related consolidated statements results of operations, comprehensive loss, operations and cash flows of the applicable Acquired Company and deficit its Subsidiaries for the portion 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 shall be material in amount), and (D) except as set forth on Section 3.7(a) of the fiscal year then ended (the “Unaudited Financial Statements” andAcquired Company Disclosure Schedule, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been were prepared in accordance with GAAP or Australian Accounting Standards, as applicable, except for the absence of footnotes in the unaudited Financials, applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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 shownconsistent with each other.

Financial Statements; No Undisclosed Liabilities. (a) Attached Copies of the following financial statements have been delivered to Schedule 3.4 are Sellers’ and its Subsidiaries’ Buyers or have been made available to Buyers for their review: (i) the audited consolidated balance sheet sheets of Seller 1 and its consolidated subsidiaries as of December 31, 20232016 and December 31, 2015, and the related audited consolidated statements of operations, comprehensive lossstockholders’ equity, and cash flows and deficit for the fiscal year years then ended ended, together with the notes thereto (collectively, the “Audited Financial Statements”), (ii) and the unaudited consolidated balance sheets sheet of Seller 1 and its consolidated subsidiaries as of June 30, 2024 2017 (such balance sheet referred to as the “Balance Sheet” and June 30, 2017, referred to as the “Balance Sheet Date”), and the related unaudited consolidated statements of operations, comprehensive loss, cash flows and deficit operations for the portion of the fiscal year then 6-month period ended thereon (the “Unaudited Interim Financial Statements”) and (iii) the unaudited consolidated balance sheet of Seller 1 and its consolidated subsidiaries as of September 30, 2017 and the related unaudited consolidated statements of operations for the 9-month period ended thereon (the “9-Month Financial Statements” and, together with the Interim Financial Statements and the Audited Financial Statements, the “Seller Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ Section 2.6(a) of the Disclosure Schedules set forth (i) unaudited consolidated financial statements of each Seller and its Subsidiaries’ audited consolidated respective Subsidiaries listed therein, consisting of the balance sheet as and statement of income, for the fiscal quarter ended March 31, 2022 (the “Balance Sheet Date”) and the fiscal year ended December 31, 2023, and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the fiscal year then ended 2021 (collectively, the “Audited Interim Financial Statements”), and (ii) the audited consolidated financial statements of each Seller and unaudited consolidated its respective Subsidiaries listed therein, consisting of balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit income for the portion of the fiscal year then years ended 2019 and 2020 (the “Unaudited Financial Statements” and, together with the Audited Interim Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent consistent, as-reported basis during throughout the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statementsperiod involved, subject to (i) normal and recurring year-end audit adjustments and the absence of notes (none of which are material, individually or in the aggregate) , to the Business). The Financial Statements are based on the books and (ii) the absence records of notes (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements)each Seller on a consolidated basis, and such Financial Statements fairly present in all material respects the financial condition of each Seller on a consolidated financial position of Sellers and their Subsidiaries basis as of the respective dates thereof they were prepared and the consolidated results of their the operations and cash flows of each Seller on a consolidated basis for the periods shownindicated.

Financial Statements; No Undisclosed Liabilities. (a) Attached The Company has delivered to Schedule 3.4 are Sellers’ and its Subsidiaries’ the Buyer copies of (i) the audited consolidated balance sheet of the Company as of January 3, 2015, December 3128, 20232013 and December 29, 2012 and the related audited consolidated statements of operations and comprehensive income, members’ deficit and cash flows of the Company for each of the years then-ended, together with all related notes and schedules thereto, accompanied by the report thereon of the Company’s independent auditors (collectively referred to as the “Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company as of September 30, 2015 (the “Balance Sheet”) and the related consolidated statements of operations, comprehensive lossincome, members’ deficit and cash flows and deficit of the Company for the fiscal year then nine (9) month period then-ended (collectivelycollectively with the Balance Sheet, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Interim Financial Statements”). The Financial Statements and the Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during derived from the periods involved books and records of the Company and its Subsidiaries (except as may be indicated in the notes thereto) andand were prepared in accordance with GAAP and fairly present, in all material respects, the consolidated 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 may otherwise be noted therein and subject, in the case of Unaudited the Interim Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none of which are materialadjustments, 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 shownany other adjustments described therein.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ True and its Subsidiaries’ complete copies of (i) the consolidated audited consolidated balance sheet of Seller as of at December 31, 20232021, and the related consolidated statements of operations, comprehensive loss, results of operations and cash flows of Seller together with all related notes and deficit for schedules thereto, and (ii) the fiscal year then ended (collectivelyconsolidated unaudited balance sheet of Seller as at March 31, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of 2022, June 30, 2024 2022, September 30, 2022, and December 31, 2022 and the related consolidated statements of operations, comprehensive loss, results of operations and cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, Seller together with the Audited Financial Statements, all related notes and schedules thereto (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of the Media Business as at January 31, 2023 (the “Balance Sheet”), and the related consolidated statements of results of operations and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.11(a) of the Disclosure Schedules. The Each of the Financial Statements have and the Interim Financial Statements (A) has been prepared based on the books and records of the Seller (except as may be indicated in the notes thereto), (B) has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) andand (C) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Seller as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of Unaudited the Interim Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none and the absence of which are materialnotes that will not, 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 shownbe material.

Financial Statements; No Undisclosed Liabilities. (a) Attached to as Schedule 3.4 5.07(a) are Sellers’ copies of (i) the audited combined balance sheet of the Company and its Subsidiaries’ audited consolidated balance sheet Subsidiaries as of December 31, 2023, 2016 and the related consolidated statements of operations, comprehensive loss, income and cash flows and deficit for the fiscal year then ended December 31, 2016 (the "Year-End Financial Statements") and (b) the unaudited combined balance sheet of the Company and its Subsidiaries as of February 28, 2017 (the "Latest Balance Sheet") and the related statements of income and cash flows for the two-month period ended February 28, 2017 (collectively, with the “Audited Latest Balance Sheet, the "Interim Financial Statements”) " and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together collectively with the Audited Year-End Financial Statements, the “"Financial Statements”"). The Year-End Financial Statements fairly present, in all material respects, the combined financial position and results of operations of the Company and its Subsidiaries, as applicable, as of the dates and for the periods referred to therein and have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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 consistently applied. The Interim Financial Statements fairly present present, in all material respects respects, the consolidated combined financial position and results of Sellers operations of the Company and their Subsidiaries its Subsidiaries, as applicable, as of the dates thereof and the consolidated results of their operations and cash flows for the periods shownreferred to therein and have been prepared in accordance with GAAP, consistently applied, subject to the Company and its Subsidiaries' historical past practices (including audit adjustments to non-cash items at year-end, which adjustments include goodwill and deferred Taxes), and the Interim Financial Statements do not contain footnote disclosures and other presentation items.

Financial Statements; No Undisclosed Liabilities. (a) Attached The Seller has delivered to Schedule 3.4 are Sellers’ the Purchaser a copy of (i) unaudited financial statements of FPM as of June 30, 1996 and its Subsidiaries’ audited 1997 consisting in each case of an unaudited consolidated balance sheet as of December 31, 2023, at such respective date and the related unaudited consolidated statements statement of operations, comprehensive loss, cash flows and deficit income for the fiscal year applicable twelve (12) month period then ended and (ii) an unaudited consolidated balance sheet of FPM as at February 28, 1998 (the "FPM Balance Sheet") and the related unaudited consolidated statement of income for the eight (8) month period then ended (collectively, the “Audited "Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”"). The Financial Statements are included as a part of Schedule 2.04. The Financial Statements (but only to the knowledge of the 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 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 (but only to the knowledge of the Seller 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 during the periods involved (except as may be indicated in for the notes theretoabsence of (i) anda statement of cash flows, (ii) footnotes and (iii) in the case of Unaudited Financial Statementsthe February 28, subject to (i) normal 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.1998 Financial

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ 2.6(a) sets forth true, correct and its Subsidiaries’ audited complete copies of the Company’s and the Subsidiaries of the Company’s (a) unaudited consolidated balance sheet as of December 31June 30, 2023, 2021 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operationsincome, comprehensive loss, changes in stockholders’ equity and cash flows and deficit flow for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year 6-month period then ended (the “Unaudited Financial Statements” and”) and (b) audited consolidated balance sheets and related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for the fiscal years ended 2020, 2019 and 2018 (together with the Audited Unaudited Financial Statements, the “Financial Statements”). The Each of the Financial Statements have has been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such Financial Statements and except that Unaudited Financial Statements may not contain footnotes required by GAAP, and fairly present in all material respects the notes thereto) andfinancial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of Unaudited Financial Statements, subject to (i) the absence of notes and normal year-end audit adjustments (none adjustments. The books and records of which are material, individually or in the aggregate) Company 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), its Subsidiaries have been kept and such Financial Statements fairly present maintained 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 shownin accordance applicable Laws.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ The Company’s audited consolidated balance sheet as of December 31, 2023, 2013 and the related consolidated statements statement of operationsincome, comprehensive loss, stockholders’ equity and cash flows and deficit for the fiscal year then ended (collectivelyand the Company’s audited balance sheet and statements of income, stockholders’ equity and cash flows for the “Audited Financial Statements”) fiscal years ended December 31, 2012 and December 31, 2011 and the Company’s unaudited consolidated balance sheets sheet as of June September 30, 2024 2014 (the “Latest Balance Sheet”) and the related consolidated statements statement of operationsincome, comprehensive loss, stockholders’ equity and cash flows and deficit for the portion of the fiscal year nine months then ended (the “Unaudited Financial Statements” andforegoing audited and unaudited financial statements, together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements ) (i) have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) andGAAP, in the case of Unaudited Financial Statementsconsistently applied, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregate) and (ii) have been prepared from and are in accordance in all material respects with the absence books and records of notes the Group Companies and (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements), and such Financial Statements iii) present fairly present in all material respects the consolidated financial position condition and results of Sellers and their Subsidiaries operations of the Group Companies (taken as a whole) as of the dates thereof times and the consolidated results of their operations and cash flows for the periods shownreferred to therein, subject in the case of the unaudited financial statements to the absence of footnote disclosures and other presentation items and normal year-end audit adjustments. The Company has provided Parent with true, complete and correct copies of the Financial Statements in Schedule 3.06(a).

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ The Company has furnished the Buyer with copies of the following financial statements of Xxxxxxx Company: (a) the audited restated consolidated balance sheets as of December 28, 2002 and its Subsidiaries’ audited December 29, 2001 and the related restated consolidated statements of operations, changes in stockholder's deficit and cash flows for the fiscal years of Xxxxxxx Company ended on such dates (as filed with the Securities and Exchange Commission on Form 8-KA on September 16, 2003, the "Audited Financial Statements"), and (b) the unaudited consolidated balance sheet as of December 31September 27, 2023, 2003 (the "Reference Balance Sheet Date") and the related consolidated statements of operations, comprehensive loss, changes in stockholder's deficit and cash flows and deficit for the fiscal year then nine-month period ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended on such date (the “"Unaudited Financial Statements” ") and, together collectively with the Audited Financial Statements, the “"Financial Statements”"). The Financial Statements have been (i) present fairly the financial position of Xxxxxxx Company and its Subsidiaries and the results of operations and cash flows of Xxxxxxx Company and its Subsidiaries as of the respective dates thereof and for the periods covered thereby in all material respects and (ii) were prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) andcovered thereby, subject, in the case of Unaudited Financial Statements, subject to (i) normal 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), footnotes 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 shownnormal year end adjustments.

Financial Statements; No Undisclosed Liabilities. (ai) Attached The Company has delivered to Schedule 3.4 are Sellers’ Buyer true and its Subsidiaries’ complete copies of the audited consolidated balance sheet as and audited consolidated statements of income and cash flows of the Company and its Subsidiaries (other than Staffordshire) for the fiscal years ended December 31, 20232012 and December 31, and the related consolidated statements of operations2013 (including, comprehensive lossin each case, cash flows and deficit for the fiscal year then ended any notes thereto) (collectively, the “Audited Financial Statements”) ), unaudited consolidated balance sheet and unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the nine-month period ended September 30, 2014 (the “Interim Financial Statements”), and unaudited balance sheets as sheet and statement of income of Staffordshire for the fiscal year ended June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended 2013 (the “Unaudited Staffordshire Financial Statements” ”, and, together with the Audited Financial Statements and Interim Financial Statements, the “Financial Statements”). The Except as set forth in Section 3.3(e)(i) of the Company Disclosure Schedule, the Financial Statements have been were prepared (i) in the case of the Audited Financial Statements, in accordance with GAAP and (ii) in the case of the Interim Financial Statements, in accordance with GAAP to the extent applicable, in all material respects, and otherwise in accordance with the accounting principles and practices applied by the Company in preparation of its quarterly financial statements, in each case of (i) and (ii) applied on a consistent basis during for the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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 involved. The Financial Statements fairly present present, in all material respects respects, the consolidated financial position condition of Sellers the Company and their its Subsidiaries as of the dates thereof and the consolidated results of their its operations and and, where applicable, cash flows for the periods shownthen ended.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 3.06(a) are Sellers’ complete and correct copies of: (i) the unaudited consolidated balance sheet as of September 30, 2020 (the “Latest Balance Sheet”) and the related statements of operations, income and cash flows for the nine month period then ended September 30, 2020 of the Company and its Subsidiaries’ Subsidiaries (the “Company Unaudited Financial Statements”), and (ii) the audited consolidated balance sheet as of December 31, 20232018 and December 31, 2019, and the related consolidated statements of operations, comprehensive lossincome, changes in stockholders’ equity and cash flows and deficit for the fiscal year twelve month periods then ended ended, of the Company and its Subsidiaries (collectively, the “Audited Financial Statements”) ” and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together collectively with the Audited Company Unaudited Financial Statements, the “Financial Statements”). The Except as set forth on Schedule 3.06(a), the Financial Statements have been prepared present fairly in all material respects, in accordance with GAAP applied on a consistent basis during consistently applied, the consolidated financial condition and the results of operations of the business of the Company and its Subsidiaries, as applicable, as of the dates and for the periods involved (except as may be indicated in the notes thereto) andreferred to therein subject, in the case of the Company Unaudited Financial Statements, subject to (iy) the absence of footnote disclosures and other presentation items in each case that, if present, would not differ materially from the notes presented in the Audited Financial Statements and (z) changes resulting from normal year-end audit adjustments (none of which are material, individually not expected to be material in nature 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 Statementsamount), 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.

Financial Statements; No Undisclosed Liabilities. (a) Attached The Seller has delivered to Schedule 3.4 are Sellers’ the Purchaser a copy of (i) unaudited financial statements of FPM as of June 30, 1996 and its Subsidiaries’ audited 1997 consisting in each case of an unaudited consolidated balance sheet as of December 31, 2023, at such respective date and the related unaudited consolidated statements statement of operations, comprehensive loss, cash flows and deficit income for the fiscal year applicable twelve (12) month period then ended and (ii) an unaudited consolidated balance sheet of FPM as at February 28, 1998 (the "FPM Balance Sheet") and the related unaudited consolidated statement of income for the eight (8) month period then ended (collectively, the “Audited "Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”"). The Financial Statements are included as a part of Schedule 2.04. The Financial Statements (but only to the ------------- knowledge of the 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 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 (but only to the knowledge of the Seller 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 during the periods involved (except as may be indicated in for the notes theretoabsence of (i) anda statement of cash flows, (ii) footnotes and (iii) in the case of Unaudited the February 28, 1998 Financial Statements, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregateadjustments) and (ii) were prepared from the absence books and records of notes (none FPM. As of which if presented would materially differ in amount February 28, 1998, FPM owned, directly or nature from those indirectly all of the assets 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 shownFPM Balance Sheet.

Financial Statements; No Undisclosed Liabilities. (a) Attached Seller has delivered to Schedule 3.4 are Sellers’ and its Subsidiaries’ Purchaser (i) the audited consolidated balance sheet as of December 31, 2023, Westport and the related consolidated audited statements of operationsincome, comprehensive loss, stockholder’s equity and cash flows and deficit for the fiscal year then ended December 31, 2012 (collectively, the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiary as of June September 30, 2024 2013 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operationsincome, comprehensive loss, stockholder’s equity and cash flows and deficit for the portion of nine (9) months ended on the fiscal year then ended Balance Sheet Date (the “Unaudited Interim Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements, including the footnotes thereto, except as described therein or on Section 3.7(a) of the Seller Disclosure Letter and, in the case of the Interim Financial Statements except for the absence of notes thereto, and subject to normal year-end adjustments which will not be material, in each case, have been prepared in accordance with GAAP applied on a consistent basis during GAAP, consistently followed throughout the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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 shownindicated.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 6.08(a) are Sellers’ and its Subsidiaries’ copies of (i) the audited consolidated balance sheet of WT Intermediate, LLC and its subsidiaries as of December 31, 20232020 and December 31, 2021 and the related audited consolidated statements of operations, comprehensive loss, members’ equity and cash flows and deficit for the fiscal year then years ended December 31, 2020 and December 31, 2021 (collectively, the “Audited Year-End Financial Statements”) and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as of June 30, 2024 2022 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations, comprehensive loss, operations and cash flows and deficit for the portion of six-month period ended June 30, 2022 (collectively, with the fiscal year then ended (Latest Balance Sheet, the “Unaudited Interim Financial Statements” and, together and collectively with the Audited Year-End Financial Statements, the “Financial Statements”). The Except as set forth on Schedule 6.08(a), the Financial Statements (A) fairly present, in all material respects the financial position and results of operations of WT Intermediate, LLC and its subsidiaries (in the case of the Year-End Financial Statements) or the Company and its Subsidiaries (in the case of the Interim Financial Statements), as the case may be, as of the dates and for the periods referred to therein, (B) have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) andsubject, in the case of Unaudited the Interim Financial Statements, subject to (i) normal year-end audit adjustments (none and the lack of which are material, individually or in the aggregate) footnote disclosures 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 Statementsother presentation items), and such Financial Statements fairly present in all material respects (C) were prepared from the consolidated financial position of Sellers books and their Subsidiaries as records of the dates thereof Company and the consolidated results of their operations and cash flows for the periods shownits Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Section 3.6(a) of the Parent Disclosure Schedule 3.4 are Sellers’ sets forth true and its Subsidiaries’ audited consolidated balance sheet complete copies of the unaudited net asset statement for the Business as of December January 31, 2023, and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended 2009 (the “Unaudited Financial Statements” andNet Asset Statement”) and the profit and loss statement for the Business for the three-month period ended April 30, together with the Audited Financial Statements, 2009 (the “Financial StatementsUnaudited P&L Statement”). The Financial Statements have Each of the foregoing financial statements (i) has been prepared in accordance with GAAP applied on a consistent basis during the periods involved procedures set forth in Section 3.6(a) of the Parent Disclosure Schedule (except as may be indicated in the notes thereto) andincluding, in the case of the Unaudited Financial StatementsNet Asset Statement, the procedures set forth in the Schedule to Unaudited Net Asset Statement attached thereto) and (ii) fairly presents, in all material respects, the net assets of the Business as of January 31, 2009 and the profits and losses of the Business for the three-month period ended April 30, 2009, subject to (i) to, in the case of the Unaudited P&L Statement, normal year-end audit adjustments (none of which are materialadjustments, individually or in the aggregate) and (ii) the absence of notes (none of which if presented would materially differ , are material in amount or nature from those nature). With respect to each of the accounts set forth in the Schedule to Unaudited Net Asset Statement attached to the Unaudited Net Asset Statement, the amounts included under the column entitled “Net Assets held for sale before adjustments” reflect the amounts included in the Audited Financial Statements)Parent’s consolidated audited financial statements for its fiscal year ended January 31, and such Financial Statements fairly present 2009 and, therefore, were prepared 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 shownaccordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) Attached to as Section 2.5(a) of the Company Disclosure Schedule 3.4 are Sellers’ and its Subsidiaries’ are: (i) the audited consolidated balance sheet sheets of the Company as of at December 31, 20232015 and December 31, and 2014, together with the related audited consolidated statements of operationsincome, comprehensive loss, equity and cash flows of the Company for each of the years then ended, together with all related notes and deficit for schedules thereto, accompanied by the fiscal year then ended reports thereon of the Company’s independent auditors (collectively, the “Audited Financial Statements”); and (ii) and the unaudited consolidated balance sheets sheet of the Company as of June at September 30, 2024 and 2016 (the “Balance Sheet Date”), together with the related unaudited consolidated statements of operationsincome, comprehensive loss, equity and cash flows and deficit of the Target Companies for the portion of the fiscal year nine-month period then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Each of the Financial Statements have has been prepared in accordance with GAAP consistently applied on a consistent basis during as at the date thereof and for the periods involved covered thereby (except as may be indicated in the notes thereto) andsubject, in the case of the Unaudited Financial Statements, subject to (i) for normal year-end audit adjustments (adjustments, none of which are materialadjustments will, 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), be material, and such the omission of footnotes). The Financial Statements fairly present in all material respects the consolidated financial position condition of Sellers and their Subsidiaries the Company as of the such dates thereof and the consolidated results of their operations and cash flows for the periods shownthen ended. No Target Company is a party to, and no Target Company has any commitment to become a party to, any off-balance sheet arrangements.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ The Company’s audited consolidated balance sheet as of December 31, 2023, 2013 and the related consolidated statements statement of operationsincome, comprehensive loss, stockholders’ equity and cash flows and deficit for the fiscal year then ended (collectivelyand the Company’s audited balance sheet and statements of income, stockholders’ equity and cash flows for the “Audited Financial Statements”) fiscal years ended December 31, 2012 and December 31, 2011 and the Company’s unaudited consolidated balance sheets sheet as of June 30March 31, 2024 2014 (the “Latest Balance Sheet”) and the related consolidated statements statement of operationsincome, comprehensive loss, stockholders’ equity and cash flows and deficit for the portion of the fiscal year three months then ended (the “Unaudited Financial Statements” andforegoing audited and unaudited financial statements, together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements ) (i) have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) andGAAP, in the case of Unaudited Financial Statementsconsistently applied, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregate) and (ii) have been prepared from and are in accordance with the absence books and records of notes the Company and its Subsidiaries and (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements), and such Financial Statements iii) present fairly present in all material respects the consolidated financial position condition and results of Sellers and their Subsidiaries operations of the Group Companies (taken as a whole) as of the dates thereof times and the consolidated results of their operations and cash flows for the periods shownreferred to therein, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments that are not, in the aggregate, material to the unaudited financial statements. The Company has provided Parent with true, complete and correct copies of the Financial Statements in Schedule 3.05(a).

Financial Statements; No Undisclosed Liabilities. (a) Attached The Seller Bank has made available to Schedule 3.4 are Sellers’ and its Subsidiaries’ Parent prior to the date hereof copies of (i) the audited consolidated balance sheet sheets of the Seller Bank as of December 31, 20232016 and December 31, 2015 and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ equity and cash flows and deficit for the fiscal year years then ended and (ii) the unaudited consolidated balance sheet of the Seller Bank as of March 31, 2017 (the “Balance Sheet Date”) and the related consolidated statement of operations and changes in shareholders’ equity for the fiscal quarter then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Subject to the notes thereto, the Financial Statements have been prepared (A) were derived from and consistent with the books and records of the Seller Bank, (B) were prepared, in all material respects, in accordance with GAAP consistently applied on a consistent basis during the periods involved and (except C) present fairly, in all material respects, the consolidated financial position, results of operations, changes in shareholders’ equity and cash flows of the Seller Bank, including the fair values of the assets and liabilities shown therein, as may be indicated of the respective dates and for the respective fiscal periods referred to in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal year-end audit adjustments (none of which adjustments. The Seller Bank’s independent public accountants have audited the Seller Bank’s year-end financial statements that 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.

Financial Statements; No Undisclosed Liabilities. (a) Attached to hereto as Schedule 3.4 4.6(a) are Sellers’ and its Subsidiaries’ copies of (i) the audited consolidated balance sheet as sheets of the Sellers at December 3128, 20232018 and December 27, 2019 and the related audited consolidated statements income statement and statement of operations, comprehensive loss, cash flows and deficit for the fiscal year years then ended (collectively, the “Audited Annual Financial Statements”), and (ii) and the unaudited consolidated balance sheets sheet of the Sellers as of June November 30, 2024 2020 (the “Interim Balance Sheet”) and the related unaudited consolidated statements income statement and statement of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year 11-month period then ended (the “Unaudited Financial Statements” andfinancial statements described in clause (ii), together with the Audited Financial Statementscollectively, the “Interim Financial Statements”). The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements.” Except as set forth on Schedule 4.6(a), the Financial Statements (including any related notes thereto) have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis during throughout the periods involved (covered thereby, except as may be indicated otherwise noted therein, fairly present, in all material respects, the financial condition and results of operations of the Sellers as of the respective dates thereof and for the respective periods covered thereby, subject, however, to the absence of notes thereto) andand other textual disclosure required by GAAP, and in the case of Unaudited the Interim Financial Statements, subject to (i) normal year-end audit adjustments and accruals (none the effect of which are material, individually or in the aggregate) and (ii) the absence of notes (none of which if presented would will not be materially differ in amount or nature from those included in the Audited Financial Statementsadverse), and such Financial Statements fairly present in all material respects have been prepared from the consolidated financial position of Sellers books and their Subsidiaries as records of the dates thereof and the consolidated results of their operations and cash flows for the periods shownSellers.

Financial Statements; No Undisclosed Liabilities. (a) Attached Schedule 3.16(a) contains true and complete copies of (i) the audited balance sheet of the each of the SET Companies for which audited statements have been prepared (such entities, the “SET Audited Entities”), on a stand alone basis, as of December 31, 2006 and the related statements of operations and cash flows for the year ended December 31, 2006, including any notes thereto (the “Audited Financial Statements”) and (ii) (A) the unaudited consolidated and combined statistical report data with respect to Schedule 3.4 are Sellers’ the SET Business as of December 31, 2006, (B) the columnar spreadsheet titled the Sempra Energy Trading Corp. combined and its Subsidiaries’ audited consolidated balance sheet as of December 31, 20232006, and the related consolidated and combined statements of operations, comprehensive loss, cash flows and deficit operations for the fiscal year then ended annual period ending thereon, and (collectively, C) the “Audited Financial Statements”) and unaudited consolidated and combined balance sheets of the SET Companies as of June 30March 31, 2024 2007 and the related consolidated and combined statements of operations, comprehensive loss, operations and cash flows and deficit for the portion quarterly period ending thereon, including any notes thereto, and in the case of each of the fiscal year then ended items described in clauses (A), (B) and (C), reconciled to exclude any items not related to the SET Business (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance conformity with GAAP applied on a consistent basis during the periods involved (except in each case as may be indicated described in the notes thereto) andand fairly present, subject in the case of the Unaudited Financial Statements, subject Statements to (i) normal recurring year-end audit adjustments (none of which that are material, individually or not in the aggregate) and (ii) the absence of notes (none of which if presented would materially differ aggregate material in amount nature or nature from those included in the Audited Financial Statements)amount, and such Financial Statements fairly present in all material respects respects, the consolidated financial position condition and results of Sellers and their Subsidiaries operations of each of the SET Business as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods shownindicated therein.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ True and its Subsidiaries’ complete copies of the audited consolidated balance sheet of the Company as of December 31, 20232016, 2015 and 2014 and the related consolidated audited statements of operationsincome, comprehensive lossretained earnings, cash flows members’ equity and deficit for changes in financial position of the fiscal year then ended Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively, collectively referred to as the “Audited Financial Statements”) and the unaudited consolidated balance sheets sheet of the Company as of June 30at July 31, 2024 2017 (the “Balance Sheet”), and the related consolidated monthly statements of operations, comprehensive loss, income and cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” andCompany, together with the Audited Financial Statements, all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 4.6(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (i) have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) andand (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of Unaudited the Interim Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none of which are materialthat will not, individually or in the aggregate) , be material, 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 shownfootnotes thereto.

Financial Statements; No Undisclosed Liabilities. (ai) Attached to Schedule 3.4 are Sellers’ 3.1(f) contains true, correct and complete copies of the following financial statements (the “Financial Statements”): (A) the unaudited consolidated balance sheet of the Company and its SubsidiariesSubsidiaries as of June 30, 2017 and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the six (6)-month period then ended (the “Unaudited Financial Statements”); and (B) the audited consolidated balance sheet of the Company and its Subsidiaries as of the years ended December 31, 20232015 and December 31, 2016 and the related consolidated statements of operations, stockholders’ equity and cash flows, together with the notes and schedules thereto (the “Audited Financial Statements”). The consolidated balance sheets included in the Financial Statements fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of their respective dates, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows and deficit for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregate) Company and (ii) the absence of notes (none of which if presented would materially differ in amount or nature from those its Subsidiaries included in the Audited Financial Statements), and such Financial Statements fairly present present, in all material respects 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 shownindicated, in each case, in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied in all material respects, with only such deviations from such accounting principles or their consistent application as are referred to in the notes to the Financial Statements or otherwise therein and subject, in the case of the Unaudited Financial Statements, to normal and recurring year-end audit adjustments and the absence of notes. The Financial Statements, including the footnotes thereto, have been prepared from the books and records of the Company and its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ Section 4.6(a) of the Disclosure Schedules sets forth the following financial statements of Seller, the Company and its the Company Subsidiaries’ : (i) audited consolidated balance sheet sheets as of December 31, 20232020 and December 31, 2021, and the related audited consolidated statements of operationsincome, comprehensive losschanges in stockholders’ equity, and cash flows and deficit flow for the fiscal year then years ended December 31, 2020 and December 31, 2021 (collectively, the “Audited Financial Statements”), and (ii) and unaudited consolidated balance sheets sheet as of June 30March 31, 2024 2022 (the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of operationsincome, comprehensive loss, changes in stockholders’ equity and cash flows and deficit flow for the portion of the fiscal year three months then ended (the “Unaudited Financial Statements” and, and together with the Audited Financial Statements, the “Financial Statements”). The Each of the Financial Statements have (i) was prepared from, and is consistent with, the books and records of Seller, the Company and each Company Subsidiary, (ii) has been prepared in accordance with GAAP consistently applied on a consistent basis during throughout the periods involved covered thereby, and (except iii) presents fairly, in all material respects, the financial position and the consolidated results of operations of Seller, the Company and the Company Subsidiaries as may be indicated in of the notes thereto) andrespective dates thereof or the respective periods then ended (subject, in the case of the Unaudited Financial Statements, subject to (i) the absences of footnotes thereto 45 US-DOCS\131312541.20 and normal year-end audit adjustments (adjustments, in each case, none of which are materialor will be, 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, material), 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.

Financial Statements; No Undisclosed Liabilities. 3.5.1. The Company has furnished the Buyer with copies of: (a) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ the audited consolidated balance sheet of the Seller and its Subsidiaries as of December 31, 20232016, and the related consolidated statements of operations, comprehensive loss, income and cash flows of the Seller and deficit its Subsidiaries for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Annual Financial Statements”), and (b) the unaudited consolidated balance sheet of the Seller and its Subsidiaries as of July 31, 2017 (respectively, the “Reference Balance Sheet,” and the “Reference Balance Sheet Date”) and the related statement of income of the Seller and its Subsidiaries for such eight month period (the “Interim Financial Statements” and, together collectively with the Audited Annual Financial Statements, the “Financial Statements”). The Financial Statements have been (i) present fairly in all material respects the financial position of the Seller and its Subsidiaries and the results of operations of the Seller and its Subsidiaries as of the respective dates thereof and for the periods covered thereby and (ii) were prepared in all material respects in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) andcovered thereby, subject, in the case of Unaudited Interim Financial Statements, subject to (i) normal 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 shownnotes.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ The Company's audited consolidated balance sheet as of December 31, 2023, 2014 and the related consolidated statements statement of operationsincome, comprehensive loss, stockholders' equity and cash flows and deficit for the fiscal year then ended (collectivelyand the Company's audited balance sheet and statements of income, stockholders' equity and cash flows for the “Audited Financial Statements”) fiscal years ended December 31, 2013 and December 31, 2012 and the Company's unaudited consolidated balance sheets sheet as of June 30, 2024 2015 (the "Latest Balance Sheet") and the related consolidated statements statement of operationsincome, comprehensive loss, stockholders' equity and cash flows and deficit for the portion of the fiscal year six (6) months then ended (the “Unaudited foregoing audited and unaudited financial statements, collectively, the "Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements ") (i) have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) andGAAP, in the case of Unaudited Financial Statements, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregate) and (ii) have been prepared from and are in accordance with the absence books and records of notes the Company and its Subsidiaries and (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements), and such Financial Statements iii) present fairly present in all material respects the consolidated financial position condition and results of Sellers and their Subsidiaries operations of the Group Companies (taken as a whole) as of the dates thereof times and the consolidated results of their operations and cash flows for the periods shownreferred to therein, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments that are not, in the aggregate, material to the unaudited financial statements. The Company has provided Parent with true, complete and correct copies of the Financial Statements in Schedule 3.05(a).

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ True and its Subsidiaries’ complete copies of the audited consolidated balance sheet sheets of the Company and its Subsidiaries as of December 31, 20232010, December 31, 2009 and December 31, 2008, and the related consolidated audited statements of operations, comprehensive lossstockholders’ equity (deficit), and cash flows and deficit for the fiscal year years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively, the “Financial Statements”) and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2011, and the related unaudited consolidated statements of operations and cash flows for the nine-month period then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Interim Financial Statements”), are included in Section 4.6(a) of the Disclosure Schedule. The Each of the Financial Statements have and the Interim Financial Statements: (i) has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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)fairly presents, and such Financial Statements fairly present in all material respects respects, the consolidated financial position of Sellers the Company and their its Subsidiaries as of the dates thereof and the their respective consolidated results of their operations and cash flows for the periods shownthen ended (subject, in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, be material in amount, and the absence of footnote disclosures).

Financial Statements; No Undisclosed Liabilities. (a) Attached Seller has made available to Schedule 3.4 are Sellers’ and its Subsidiaries’ Buyer (i) the audited consolidated balance sheet of USOR as of December 31, 2023, 2017 and the related consolidated audited statements of operations, comprehensive loss, income and cash flows and deficit for the fiscal year then ended, (ii) the unaudited consolidated balance sheet of USOR as of September 30, 2018 and the related unaudited statements of income and cash flows for the nine-month period then ended, (iii) the audited consolidated and consolidating balance sheet of the Company as of December 31, 2017 and 2016 and the related audited statements of income and cash flows for the year then ended and (collectively, iv) the “Audited Financial Statements”) and unaudited consolidated and consolidating balance sheets sheet of the Company as of June September 30, 2024 2018 and the related consolidated unaudited statements of operations, comprehensive loss, income and cash flows and deficit for the portion of the fiscal year nine-month period then ended (the “Unaudited Financial Statements” andsuch audited and unaudited financial statements collectively being referred to herein, together with the Audited Financial Statementsas applicable, as the “Financial Statements”). The Financial Statements have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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 USOR and their Subsidiaries the Company, as applicable, as of the respective dates thereof and the consolidated results of their operations and cash flows for the periods showncovered thereby.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ audited The consolidated balance sheet sheets of the Borrower, the Subsidiaries and such other Persons described therein (including the accounts of all Controlled Subsidiaries for the respective periods during which a subsidiary relationship existed) as of December August 31, 20231995, 1996 and 1997, and the related consolidated statements of operations, comprehensive loss, cash flows and deficit shareholders' equity for the Borrower's fiscal year then years ended on such dates (collectively, the “Audited "Financial Statements”) "), all accompanied by reports thereon containing opinions without qualification by KPMG Peat Marwick, LLP as to 1995 and unaudited consolidated balance sheets 1996 and by Coopers & Lybrxxx XXX as to 1997, each independent certified public accountants, copies of June 30which have been delivered to Lender, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) andGAAP, in the case of Unaudited Financial Statements, subject to (i) normal 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)consistently applied, and such Financial Statements present fairly present in all material respects the consolidated financial position of Sellers and their Subsidiaries as shareholders' equity of the dates thereof Borrower and the Subsidiaries at each such date and the consolidated results of their operations and cash flows for such periods. Since August 31, 1997 there has been no adverse change in the periods showncondition, financial or otherwise, of the Borrower or the Subsidiaries as shown on the consolidated balance sheet as of such date and no change in the aggregate value of Equipment and Real Property owned by the Borrower and the Subsidiaries, except changes in the ordinary course of business, none of which, individually or in the aggregate, has had a Material Adverse Effect.

Financial Statements; No Undisclosed Liabilities. (a) Attached The Corporation has previously furnished or made available to Schedule 3.4 are Sellers’ and its Subsidiaries’ audited consolidated balance sheet as of December 31, 2023, and Buyer the related consolidated following financial statements of operations, comprehensive loss, cash flows and deficit for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited of the Corporation: (i) the audited consolidated balance sheets of the Corporation as of June 30(x) December 31, 2024 2012 (the “Latest Balance Sheet”) and (y) December 31, 2011, and December 31, 2010; (ii) the related audited consolidated statements of operationsincome, comprehensive loss, stockholders’ equity and cash flows and deficit for the portion of the fiscal year Corporation (including any related notes) for each of the years ended December 31, 2012, December 31, 2011, and December 31, 2010; and (iii) the unaudited consolidated financial statements of the Corporation as of the last day of each elapsed month during 2013 that ended prior to November, 2013 and for each one-month and year-to-date periods then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Interim Financial Statements”), together with, in the case of each financial statement referred to in clause (i) and (ii), the reports thereon of Stayner, Xxxxx & Xxxxxx, PC. The balance sheets included in the Financial Statements have been prepared fairly present, in all material respects, the financial condition of the Corporation as of the date thereof, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of operations and changes in financial condition of the Corporation for the periods presented therein in accordance with GAAP GAAP, applied by the Corporation on a consistent basis during the periods involved (involved, except as may be otherwise indicated in the notes thereto) andthereto and except that the Interim Financial Statements contain estimates of certain accruals, in the case of Unaudited Financial Statementslack footnotes and other presentation items, and are subject to (i) normal 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 required by GAAP. The Financial Statements fairly present are consistent with the books and records of the Corporation 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 shownrespects.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ True and its Subsidiaries’ audited consolidated complete copies of the reviewed balance sheet of the Company as of at December 31, 20232018 and December 31, 2017, and the related consolidated reviewed statements of operations, comprehensive lossincome, cash flows and deficit for changes in shareholders’ equity of the fiscal year then ended Company, together with all related notes and schedules thereto, accompanied by reports thereon of the Company’s independent auditors (collectively, collectively referred to as the “Audited Financial Statements”) and the unaudited consolidated balance sheets sheet of the Company as of June at September 30, 2024 2019 and the related consolidated unaudited statements of operations, comprehensive lossincome, cash flows and deficit for the portion changes in shareholders’ equity of the fiscal year then ended Company (collectively referred to as the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Interim Financial Statements”), are attached hereto as Schedule 3.7(a) of the Disclosure Schedules. The Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) andand (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of Unaudited the Interim Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none of which are materialthat will not, 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 shownbe material.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ True and its Subsidiaries’ audited consolidated complete copies of the reviewed balance sheet of the Seller Companies and the Business as of December 31, 2023, 2013 and the related consolidated reviewed statements of operations, comprehensive loss, income and cash flows of the Seller Companies and deficit the Business for the fiscal year then ended ended, together with all related notes and schedules thereto, accompanied by any reports thereon of the Seller Companies’ external financial reviewer (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Business as of June 30, 2014, and the related statements of income and cash flows, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached as Schedule 3.6(a) of the Seller Disclosure Schedules attached hereto (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial StatementsSeller Disclosure Schedules”). The Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete and have been prepared in accordance with GAAP the books and records of the Seller Companies pertaining to the Business, (ii) have been prepared in accordance with sound accounting principles applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto), and (iii) andfairly present, in all material respects, the financial position, results of operations and cash flows of the Seller Companies and the Business as of the respective dates thereof and for the respective periods indicated therein, except as in the case of Unaudited the Interim Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none of which that are materialnot, 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 shownmaterial.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ True and its Subsidiaries’ complete copies of the audited consolidated balance sheet sheets of the Transferred Companies as of December March 31, 20232013, March 31, 2012 and March 31, 2011, and the related consolidated audited statements of operations, comprehensive lossstockholders’ equity (deficit), and cash flows and deficit for the fiscal year years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively, the “Financial Statements”) and the unaudited consolidated balance sheet of the Transferred Companies as of April 30, 2013, and the related unaudited consolidated statements of operations and cash flows for the one-month period then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Interim Financial Statements”), are included in Section 3.6(a) of the Disclosure Schedule. The Each of the Financial Statements have and the Interim Financial Statements: (i) has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) and), in the case of Unaudited Financial Statements, subject to (i) normal 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)fairly presents, and such Financial Statements fairly present in all material respects respects, the consolidated financial position of Sellers and their Subsidiaries the Transferred Companies as of the dates thereof and the their respective consolidated results of their operations and cash flows for the periods shownthen ended (subject, in the case of the Interim Financial Statements, to normal and recurring year-end audit adjustments that will not, individually or in the aggregate, be material in amount, and the absence of footnote disclosures). The books of account and other financial records of the Company (i) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies, and (ii) have been maintained in accordance with reasonable business and accounting practices, subject, in each case, to the notes to the Financial Statements.

Financial Statements; No Undisclosed Liabilities. (a) Attached The Company has delivered to Schedule 3.4 are Sellers’ and its Subsidiaries’ Acquiror copies of the audited consolidated balance sheet of the Company and its Subsidiaries as of at December 31, 20232003, 2004 and 2005, and the related audited consolidated statements of operations, changes in stockholders' equity and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company's independent auditors (collectively referred to as the "Financial Statements") and the unaudited consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2006 (the "Balance Sheet"), and the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity and cash flows and deficit for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” andCompany and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the Audited "Interim Financial Statements, the “Financial Statements”"). The Each of the Financial Statements have and the Interim Financial Statements (i) has been prepared based on the books and records of the Company and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto) andand (iii) fairly presents, in all material respects, the consolidated 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 subject, in the case of Unaudited the Interim Financial Statements, subject to (i) the absence of notes and normal and recurring year-end audit adjustments (none of which are materialthat will not, 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 shownbe material.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ 2.6(a) sets forth true, correct and its Subsidiaries’ audited complete copies of the Company’s and the Subsidiaries of the Company’s (i) unaudited consolidated balance sheet as of December 31September 30, 2023, 2022 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operationsincome, comprehensive loss, changes in stockholders’ equity and cash flows and deficit flow for the fiscal one-year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year period then ended (the “Unaudited Financial Statements” and”) and (ii) audited consolidated balance sheets and related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for the fiscal years ended 2021, 2020 and 2019 (together with the Audited Unaudited Financial Statements, the “Financial Statements”). The Each of the Financial Statements have has been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be indicated otherwise specified in such Financial Statements and except that Unaudited Financial Statements may not contain footnotes required by GAAP, and fairly present in all material respects the notes thereto) andfinancial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of Unaudited Financial Statements, subject to (i) the absence of notes and normal year-end audit adjustments (none adjustments. The books and records of which are material, individually or in the aggregate) Company 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), its Subsidiaries have been kept and such Financial Statements fairly present maintained 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 shownin accordance with applicable Laws.

Financial Statements; No Undisclosed Liabilities. (a) Attached Schedule 4.6(a) contains, and Seller has made available to Schedule 3.4 are Sellers’ Buyer true, correct and its Subsidiaries’ audited consolidated complete copies of the unaudited financial statements for the Business consisting of the balance sheet as at December 31 in each of December 31the years 2017, 2023, 2018 and 2019 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit income for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year years then ended (the “Unaudited Annual Financial Statements”), and unaudited financial statements for the Business consisting of the balance sheet as at September 30, 2020 and the related statements of income for the nine-month period then ended (the “Interim Financial Statements” and, and together with the Audited Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes thereto) andperiod involved, subject, in the case of Unaudited the Interim Financial Statements, subject to (i) normal and recurring year-end audit adjustments (none the effect of which are material, individually or in the aggregatewill not be materially adverse) and (ii) the absence of notes (none of which that, if presented presented, would not differ materially differ in amount or nature from those included presented in the Audited Annual Financial Statements). To the Knowledge of Seller, the Financial Statements have been prepared based on the books and records of the Business, and such Financial Statements fairly present in all material respects the consolidated financial position condition of Sellers and their Subsidiaries the Business as of the respective dates thereof they were prepared and the consolidated results of their the operations and cash flows of the Business for the periods shown.indicated. The balance sheet of the Business as of December 31, 2019 is referred to herein as the “Balance Sheet” and the date thereof as the “

Financial Statements; No Undisclosed Liabilities. (a) Attached Seller has delivered or made available to Schedule 3.4 are Sellers’ Purchaser true and its Subsidiaries’ correct copies of Seller’s (i) audited consolidated balance sheet as of at December 31, 20232011 (the “Financial Statement Date”), and the related consolidated audited statements of operations, comprehensive loss, operations and cash flows and deficit flow for the fiscal year then ended December 31, 2011 (collectively, the “Audited Financial Statements”), and (ii) and unaudited consolidated balance sheets as of June 30sheet (“Interim Balance Sheet”) at August 31, 2024 2012 (“Interim Balance Sheet Date”), and the related consolidated unaudited statements of operations, comprehensive loss, operations and cash flows and deficit flow for the portion of the fiscal year then eight (8)-month period ended August 31, 2012 (the “Unaudited Interim Financial Statements” and, Statements and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal 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)indicated, and such Financial Statements fairly present presented fairly, in all material respects respects, the consolidated financial position of Sellers and their Subsidiaries Seller as of the respective dates thereof and the consolidated results of their operations and cash flows of Seller for the respective periods shownindicated therein (subject, in the case of the Interim Financial Statements, to the absence of footnotes and year-end adjustments of a normal and recurring type which, individually or in the aggregate, are not expected to have a Material Adverse Effect). SD\906843.15 Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 hereto as Exhibit D are Sellers’ and its Subsidiaries’ (i) audited consolidated balance sheet sheets and statements of income, changes in shareholders' equity, and cash flow as of and for the fiscal years ended December 31, 20232001, December 31, 2002 and December 31, 2003 (the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the fiscal year then ended (collectively, the “Audited Financial Statements”"Fiscal Year End Financials") and (ii) the unaudited consolidated balance sheets sheet and statement of income, changes in shareholders' equity, and cash flow as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of three-month period ended March 31, 2004, in each case for the fiscal year then ended Company and its Subsidiaries (the “Unaudited "Interim Financial Statements” " and, together with the Audited financial statements specified in clause (i) above, the "Financial Statements, the “Financial Statements”"). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during throughout the periods involved (covered thereby, except as may be indicated set forth in the notes theretoSchedule 1.1(b) andattached hereto and subject, in the case of Unaudited the Interim Financial Statements, subject to (i) the absence of any notes thereto and to normal and recurring year-end audit adjustments (none of which are materialthereto that will not, individually or in the aggregate) and (ii) the absence of notes (none of which if presented would materially differ , be material in amount or nature from those included in the Audited Financial Statements), and such amount. The Financial Statements present fairly present in all material respects the consolidated financial position condition of Sellers the Company and their its Subsidiaries as of the dates thereof thereof, and the consolidated results of their operations of the Company and cash flows its Subsidiaries for the periods showncovered thereby, and are consistent with the books and records of the Company and its Subsidiaries (which books and records are correct and complete in all material respects).