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

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

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

Financial Statements; No Undisclosed Liabilities. (a) True and complete The Sellers have delivered to Purchaser copies of (iA) the audited consolidated balance sheetsstatement of assets, including liabilities and stockholder’s equity, the consolidated schedules statement of investmentsrevenues and expenses, the consolidate statement of ECG stockholders’ equity, the consolidated statement of cash flows, and the notes to consolidated financial statements of Holding, Xxxxx Operating and Xxxxx Petroleum as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto2006, accompanied by the reports report thereon of ECG’s independent auditorsXxxxx, and Xxxxxx & Co., P.C., Certified Public Accountants (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Xxxxx 2006 Financial Statements”), are attached hereto as Schedule 3.6(a(B) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP Holding, Xxxxx Operating and Xxxxx Petroleum as of September 30December 31, 2020 2007, together with the related unaudited consolidated statements of income for the year ended December 31, 2007 (collectively, the “Reference Balance SheetXxxxx 2007 Financial Statements”), none (C) the audited consolidated statement of assets, liabilities and partners’ capital, the consolidated statement of revenues and expenses, the consolidated statement of partners’ capital, the consolidated statement of cash flows, and the notes to consolidated financial statements of Energy and Quail Ranch as of December 31, 2006, accompanied by the report thereon of Xxxxx, Xxxxxx & Co., P.C., Certified Public Accountants (“Other 2006 Financial Statements”), (D) the unaudited balance sheets of Energy and Quail Ranch at December 31, 2007 together with the unaudited statement of income for the year ended December 31, 2007 (the “Other 2007 Financial Statements”), (E) the unaudited balance sheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2006, together with the related statements of income for the year ended December 31, 2006, the unaudited balance sheets of Aguasal, Aguasal Management and Aguasal LP as of December 31, 2007, together with the unaudited statements of income for the year ended December 31, 2007 (the “Aguasal Financial Statements”), and (F) the unaudited cash basis consolidated balance sheets of Holding, Xxxxx Operating and Xxxxx Petroleum, Energy, and Quail Ranch, and the unaudited consolidating balance sheets of Aguasal, Aguasal Management and Aguasal LP as of April 30, 2008 (“Interim Balance Sheets”). Items (A) through (F) in this Section 3.1(j) collectively are referred to herein as the “Company Financial Statements.” The Company Financial Statements are all prepared on an income tax basis, not GAAP. Except as set forth in Schedule 3.1(j), as of the Enhanced Entities has any date of this Agreement, there is no liability or obligation of any naturekind, whether accrued, absolute, fixed, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for any Company other than (iW) liabilities and obligationsadequately reflected or reserved against in the Interim Balance Sheets, (X) liabilities incurred in the ordinary course of business consistent with past practice since April 30, 2008, (Y) any such liabilities which would not be required to be presented in financial statements or the date notes thereto prepared in conformity with financial statements prepared on an income tax basis, in a manner consistent with past practice, in the preparation of the Reference Balance Sheet, (ii) liabilities Company Financial Statements and obligations that are notwhich, individually or in the aggregate, aggregate would not reasonably be expected to have a material to adverse effect on the Enhanced Entities, taken as a wholeany Company, or (iiiZ) liabilities otherwise disclosed on Schedule 3.1(j) or expressly permitted by this Agreement. The Company Financial Statements, including the notes thereto, were prepared on an income tax basis, applied on a consistent basis throughout the periods covered thereby and obligations included in the computation of Transaction Expenses. (c) The books of account Xxxxx 2006 Financial Statements and the Other 2006 Financial Statements fairly present the financial records position of the Enhanced Entities are true Companies covered thereby at the dates thereof and correct in all material respects and have been prepared and are maintained in all material respects the results of the operations of the Companies covered thereby for the periods indicated in accordance with sound accounting practiceincome tax basis accounting. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

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

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the The audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, membersshareholders’ (deficit) equity equity, and cash flows of ECG, together with all related notes thereto, accompanied by for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of fiscal year ended December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2019 (the foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”) ), and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September June 30, 2020, and the related unaudited consolidated statements of operations, membersshareholders’ (deficit) equity equity, and cash flows of ECG, together with all related notes thereto, and (iv) for the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September fiscal quarter ended June 30, 2020, and in the related consolidated statements of operationsform attached to the Draft 10-Q (collectively, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been were prepared in accordance with the books and records of the applicable Enhanced EntitiesGAAP, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout for the periods indicated (except as may be indicated in the notes thereto) involved, and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows position of the applicable Enhanced Entities Company and its Subsidiaries as of the respective dates date thereof and the results of their operations for the respective periods indicated thereinperiod then ended. Except as set forth in Section 3.16 of the Debtor Disclosure Schedule, except as otherwise noted therein and subjectthere are no liabilities or obligations of the Debtors of any kind whatsoever, whether accrued, contingent, absolute, determined or determinable, other than (a) liabilities or obligations set forth on the face of the balance sheet included in the case of the Interim Financial Statements, to normal (b) liabilities or obligations which were incurred in the Ordinary Course of Business after June 30, 2020, (c) liabilities or obligations incurred in connection with the Contemplated Transactions, and recurring year-end adjustments that will not(d) liabilities or obligations that, individually or in the aggregate, be material and the absence of footnotes. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, not material to the Enhanced EntitiesDebtors, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expenses. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

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

Financial Statements; No Undisclosed Liabilities. (a) True The Company has made available to the Buyer, true and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 and December 31, 2017, 2015 and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows and stockholders’ deficit of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, and the audited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2014 and the related consolidated statements of operations, cash flows and stockholders’ deficit of the Company and its Subsidiaries, together with all related notes and schedules thereto accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September at April 30, 20202016, and the related consolidated statements of operations, members’ (deficit) equity operations and cash flows of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesadjustments. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company and its Subsidiaries as of September April 30, 2020 2016 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”), none neither the Company nor any of the Enhanced Entities its Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (ix) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that which, in all such cases, are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Company or any of its Subsidiaries and (iiiy) liabilities and obligations included of a type or nature not required to be reflected on the “liabilities” column of a balance sheet prepared in the computation of Transaction Expensesaccordance with GAAP. (c) The books of account and financial records of the Enhanced Entities are true Company and correct in all material respects and its Subsidiaries have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

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

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Section 3.5(a) of the Company Disclosure Schedules sets forth the following financial statements: (i) the audited consolidated balance sheetssheet of the Company and its Subsidiaries, including the consolidated schedules of investments, of ECG as of December 31November 30, 20192017 and November 30, December 312018, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheetsstatement of operations of the Company and its Subsidiaries for the years ended November 30, including 2017 and November 30, 2018, (iii) the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operationsshare capital and shareholders’ equity of the Company and its Subsidiaries for the years ended November 30, members’ deficit 2017 and November 30, 2018, (iv) the audited consolidated statements of cash flows of ECGthe Company and its Subsidiaries for the years ended November 30, together with all related notes thereto2017 and November 30, accompanied by 2018, (v) the reports thereon unaudited consolidated balance sheet of ECP’s independent auditors AAA UK Acquisition Co. Limited, as of February 28, 2019 and April 30, 2019 (the foregoing “Company Balance Sheet”), (vi) the unaudited consolidated statement of operations of AAA UK Acquisition Co. Limited for the periods ended February 28, 2019 and April 30, 2019, (vii) the unaudited consolidated statements of share capital and shareholders’ equity of the Company and its Subsidiaries for the periods ended February 28, 2019 and April 30, 2019 and (viii) the unaudited consolidated statement of cash flows of AAA UK Acquisition Co. Limited for the periods ended February 28, 2019 and April 30, 2019 (the items referred to in clauses (i) and through (ii) viii), with any notes thereto, being herein collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG ). Except as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(aset forth on Section 3.5(a) of the Company Disclosure Schedules. Each of , the Financial Statements and the Interim Financial Statements (x) have been prepared are consistent in accordance all material respects with the books and records of the applicable Enhanced Entities, (y) Company and its Subsidiaries and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated noted therein) in all material respects except, in the notes thereto) case of the unaudited Financial Statements, for the absence of footnotes and subject to year-end adjustments, and (zy) present fairly present, in all material respects, the consolidated combined financial position, position and the combined results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of the respective dates thereof and for or the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesthen ended. (b) Except as and to the extent adequately accrued There are no liabilities, debts, claims or reserved against in the unaudited consolidated balance sheet obligations of ECG or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none any nature of the Enhanced Entities has any liability Company or obligation of any natureits Subsidiaries, whether known, unknown, accrued, absolute, direct or indirect, contingent or otherwise, whether known due or unknown, that would be to become due (the “Liabilities”) of the type required by GAAP to be reflected in disclosed on a consolidated balance sheet of an Enhanced Entityin accordance with GAAP, except for (i) liabilities and obligationsLiabilities disclosed in Section 3.5(b) of the Company Disclosure Schedules, (ii) Liabilities to the extent reflected or reserved against in the Company Balance Sheet, (iii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Reference Company Balance Sheet, (ii) liabilities and obligations Sheet that are not, individually or in the aggregate, material in amount and (iv) Liabilities incurred pursuant to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesthis Agreement. (c) The books of account and financial records Section 3.5(c) of the Enhanced Entities are true Company Disclosure Schedules sets forth a good faith estimate of all Indebtedness of the Company and correct its Subsidiaries (including the estimated dollar amount with respect to each clause of the definition thereof) as of April 30, 2019. No indebtedness for borrowed money of the Company or any of its Subsidiaries is owed to any Equityholder (other than reimbursements, advances and other similar obligations immaterial in amount due to employees of the Company or any of its Subsidiaries in the ordinary course of business, consistent with past practices). Except as set forth on Section 3.5(c) of the Company Disclosure Schedules, the Company and its Subsidiaries have satisfied, or will in connection with the Preferred Shares and the Options granted under the Performance Option Agreement satisfy at the Closing pursuant to the terms of this Agreement, in full all material respects and have been prepared and are maintained obligations, contingent or otherwise, with respect to any purchase price, earnout or working capital adjustments payable in all material respects in accordance with sound accounting practicerespect of any business or operations acquired prior to the date hereof, including the acquisition of the Company by the Sponsor Investors. (d) Except The Company and its Subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance in accordance with customary business practices for non-public companies that in all material respects (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as set forth necessary to permit preparation of financial statements in Schedule 3.6(d)conformity with GAAP, no Enhanced Entity has entered into (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation differences. (including in respect of capital contributions or “clawback” of carried intereste) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director The books and records of the CompanyCompany and its Subsidiaries accurately reflect in all material respects the assets, liabilities, business, financial condition and results of operations of the Company and its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the consolidated audited consolidated balance sheets, including the consolidated schedules sheet of investments, of ECG MIVA as of at December 31, 2019, December 31, 2018 and December 31, 20172007, and the related audited consolidated statements of operations, members’ (deficit) equity results of operations and cash flows of ECG, MIVA together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated unaudited balance sheets, including the schedules sheet of investments, of ECP MIVA as of December at March 31, 20192008, December 31June 30, 2018 2008 and December 31September 30, 20172008, and the related audited consolidated statements of operations, members’ deficit results of operations and cash flows of ECG, MIVA together with all related notes and schedules thereto, accompanied by (iii) the reports thereon unaudited balance sheet of ECP’s independent auditors the U.S. Media Business as at December 31, 2008, and the related statements of results of operations of the U.S. Media Business together with all related notes and schedules thereto (including the worksheet reflecting the adjustments or elimination entries used in the preparation of the U.S. Balance Sheet and related financial statements (the foregoing clauses (i) “U.S. Carveout Procedures”)), and (iiiv) the unaudited balance sheet of the European Media Business as at December 31, 2008, and the related statements of results of operations of the European Media Business together with all related notes and schedules thereto (including the worksheet [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. reflecting the adjustments or elimination entries used in the preparation of the European Balance Sheet and related financial statements (the “European Carveout Procedures”)) (collectively referred to as the “Financial Statements”) and (iiii) the unaudited consolidated balance sheetsheet of the U.S. Media Business as at January 31, including 2009 (the consolidated schedule of investments, of ECG as of September 30, 2020“U.S. Balance Sheet”), and the related consolidated statements of results of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes and schedules thereto, and (ivii) the unaudited consolidated balance sheetsheet of the European Media Business as at January 31, including 2009 (the consolidated schedule of investments, of ECP as of September 30, 2020“European Balance Sheet”), and the related consolidated statements of results of operations, members’ deficit and cash flows of ECP, together with all related notes and schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.5(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xA) have has been prepared in accordance with based on the books and records of the applicable Enhanced EntitiesSeller pertaining to the Media Business (except as may be indicated in the notes thereto), (yB) have has been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (zC) fairly presentpresents, in all material respects, the consolidated financial position, results of operations and (in the case of (i) and (ii) above only) cash flows of the applicable Enhanced Entities Media Business as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes that will not, individually or in the aggregate, be material material. The adjustments and elimination entries included in the U.S. Carveout Procedures and the absence European Carveout Procedures, in each case, were determined in the reasonable, good faith estimation of footnotesMiva’s management to be meaningfully necessary for purposes of the preparation of the standalone U.S. Balance Sheet and European Balance Sheet, and the financial statements of the results of operations for the US Media Business and the EU Media Business at December 31, 2008 are complete and consistent with the historic practices of Miva management for purposes of evaluating and measuring the results of operations and financial position of the Media Business and, except as specifically footnoted on the statements (which footnotes relate to the U.S. Carveout Procedures and European Carveout Procedures), do not exclude operating expenses that were incurred in respect of the operation of the Media Business for the period covered by such financial statements of the results of operations. (b) Except (A) as set forth on Schedule 3.5(b) of the Disclosure Schedules and (B) as and to the extent adequately accrued or reserved against in the unaudited consolidated reviewed balance sheet of ECG or ECP the Media Business as at the date of September 30, 2020 (collectively, the “Reference Balance Sheet”), none there are no debts, liabilities or obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, of the Enhanced Entities has any liability or obligation Media Business of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be a nature required by GAAP to be reflected in on a consolidated balance sheet of an Enhanced Entityprepared in accordance with GAAP, except for other than any such debts, liabilities or obligations (i) liabilities and obligationsreflected or reserved against on the Financial Statements or the notes thereto, (ii) incurred since the date of the Balance Sheet in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheetbusiness, (iiiii) liabilities and obligations for Taxes, or (iv) that are would not, individually or in the aggregate, material reasonably be expected to the Enhanced Entities, taken as have a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesMaterial Adverse Effect. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of December 31, 20192005, December 31, 2018 2006 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the periods covered therein, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditorsauditors (collectively, and the “Company Annual Financial Statements”), (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company and its Subsidiaries as of December 31June 30, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, membersretained earnings, shareholders’ deficit equity and cash flows changes in financial position of ECGthe Company and its Subsidiaries for the six months and quarter then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of July 31, 2008, August 31, 2008 and September 30, 20202008, and the related consolidated statements of operationsincome, membersretained earnings, shareholders’ (deficit) equity and cash flows changes in financial position of ECG, together with all related notes theretothe Company and its Subsidiaries for the month then ended, and (iv) any subsequent financials delivered pursuant to Section 5.20 (collectively, the unaudited consolidated balance sheetfinancial statements delivered pursuant to clauses (ii) through (iv), including the consolidated schedule of investments, of ECP as of September 30, 2020“Company Interim Financial Statements”, and with the related consolidated statements of operationsCompany Annual Financial Statements, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Company Financial Statements”), are attached hereto as Schedule 3.6(a4.6(a) of the Company Disclosure SchedulesSchedule, or with respect to any financial statements to be delivered pursuant to Section 5.20, will be delivered to Parent pursuant thereto. Each of the Company Financial Statements and are, or in the case of the Company Interim Financial Statements to be delivered pursuant to Section 5.20, when so delivered will be (xi) correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Company Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The Company Financial Statements do not contain any material and items of a special or nonrecurring nature, except as expressly stated therein. Except for the absence Subsidiaries of footnotesthe Company listed on Schedule 4.1(a) of the Company Disclosure Schedule, no financial statements of any other Person are required by GAAP to be consolidated in the financial statements of the Company. (b) Except as and to the extent adequately accrued for those liabilities that are reflected or reserved against in on the unaudited audited consolidated balance sheet of ECG or ECP the Company and its Subsidiaries as of September 30December 31, 2020 2007 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”), none and for liabilities incurred in the ordinary course of business consistent with past practice after such date, neither the Enhanced Entities Company nor any of its Subsidiaries has incurred any liability (including, without limitation, any liability derived or obligation of assumed from any naturepredecessor to the Company’s business or assets), whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Company and its Subsidiaries or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) those liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, Company or (iii) liabilities any of its Subsidiaries and obligations included that do not exceed $100,000 in the computation of Transaction Expensesaggregate. (c) The books of account and financial records of the Enhanced Entities Company and its Subsidiaries are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except The Company’s internal controls and procedures are sufficient to ensure that the Company’s financial statements are accurate in all material respects. Without limiting the foregoing, the Company and each of its Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as set forth necessary to permit preparation of financial statements that are in Schedule 3.6(d), no Enhanced Entity conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to the differences. The Company has entered into not been advised by any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director independent certified public accountant of the Company that there is a significant deficiency or material weakness in the design or operation of the internal controls of the Company or any of its Subsidiaries. Notwithstanding the foregoing, Parent acknowledges that the Company’s independent certified public accountants are not required to review the design or operation of the internal controls of the Company or any of its Subsidiaries.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheetssheet of the Company as at November 30, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 20172007, and the related audited consolidated statements of operationsincome, membersshareholders’ (deficit) equity and cash flows of ECGthe Company, together with all related notes and schedules thereto, accompanied by the reports thereon of ECGthe Company’s independent auditorsauditors (the “2007 Financial Statements” are attached hereto as Schedule 3.6(a)(i) of the Company Disclosure Schedules, and, as soon as they are available, the Company will provide Acquiror with true and (ii) complete copies of the audited consolidated balance sheetssheet of the Company as at November 30, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 20172008, and the related audited consolidated statements of operationsincome, membersshareholders’ deficit equity and cash flows of ECGthe Company, together with all related notes and schedules thereto, accompanied by the reports thereon of ECPthe Company’s independent auditors (the foregoing clauses (i) and (ii) “2008 Financial Statements” and, collectively referred to as with the 2007 Financial Statements, the “Financial Statements”) ). True and (iii) complete copies of the unaudited consolidated balance sheetsheet of the Company as at August 31, including the consolidated schedule of investments, of ECG as of September 30, 20202008, and the related consolidated unaudited statements of operations, members’ income of the Company (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.6(a)(ii) of the Company Disclosure Schedules. Each True and complete copies of the unaudited balance sheets of each of the Subsidiaries as at August 31, 2008, and the related unaudited statements of income (collectively referred to as the “Interim Subsidiary Financial Statements”) are attached hereto as Schedule 3.6(a)(iii) of the Company Disclosure Schedules, and, as soon as they are available, the Company will provide Acquiror with true and complete copies of the audited balance sheet of the Subsidiaries as at November 30, 2008, and the related audited statements of income, shareholders’ equity and cash flows of the Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Subsidiaries’ independent auditors (the “2008 Subsidiary Financial Statements”. (b) Except as set forth in Schedule 3.6(b) of the Company Disclosure Schedules, each of the Financial Statements, the Interim Financial Statements, the Interim Subsidiary Financial Statements and the Interim 2008 Subsidiary Financial Statements (xi) are (or in the case of the 2008 Financial Statements and the 2008 Subsidiary Financial Statements, when delivered will be) correct and complete and have been prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and its Subsidiaries, as the case may be; (yii) have been (or in the case of the 2008 Financial Statements and the 2008 Subsidiary Financial Statements, when delivered will be) prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries, as of the case may be, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements and Interim Subsidiary Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesnotes (which, if presented, would not differ materially from those included in the Company Balance Sheet or the Subsidiary Balance Sheet). (bc) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated audited balance sheet of ECG or ECP the Company as of September at November 30, 2020 2007 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Company Balance Sheet”), none of the Enhanced Entities has Company does not have any liability liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent contingent, matured, unmatured or otherwise, whether known or unknown, that would be unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Company or disclosed in the notes thereto, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Company Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to in amount, (ii) liabilities for performance under Company Material Contracts that do not exceed $50,000 individually or $100,000 in the Enhanced Entitiesaggregate, taken as a whole, or and (iii) liabilities described in Schedule 3.6(c)(iii) of the Company Disclosure Schedules. Except as and obligations included to the extent adequately accrued or reserved against in the computation unaudited balance sheet of Transaction Expensesthe Subsidiaries as at August 31, 2008 (such balance sheet, together with all related notes and schedules thereto, the “Subsidiary Balance Sheet”), the Subsidiaries do not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of the Subsidiaries or disclosed in the notes thereto, except for (A) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Subsidiary Balance Sheet, that are not, individually or in the aggregate, material in amount, (B) liabilities for performance under material Contracts of the Subsidiaries that do not exceed $50,000 individually or $100,000 in the aggregate, and (C) liabilities described in Schedule 3.6(c)(C) of the Company Disclosure Schedules. (cd) The books of account and financial records of the Enhanced Entities Company and its Subsidiaries are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited The unaudited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and the Subsidiary as of December 31, 2019, December 31, 2018 2017 and December 31, 20172018, and the related audited unaudited consolidated statements of operations, members’ (deficit) equity income and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, Company and (ii) the audited consolidated balance sheets, including Subsidiary for the schedules of investments, of ECP as of years ended December 31, 2019, December 31, 2017 and 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ), and (z) fairly present, present in all material respects, respects the consolidated financial positionposition of the Company and the Subsidiary as of December 31, 2017 and 2018, and their consolidated results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated thereinfiscal years then ended. True, except as otherwise noted therein correct and subject, in complete copies of such Financial Statements have been made available to the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesPurchaser. (b) Except as The balance sheet and to the extent adequately accrued or reserved against in the related unaudited consolidated balance sheet statements of ECG or ECP as income of September the Company and the Subsidiary for the six-months ended June 30, 2020 2019 (collectively, the “Reference Balance Sheet Date”) are attached to Schedule 3.5(b) (the “Balance Sheet”), none and were prepared in accordance with GAAP applied on a consistent basis throughout the period indicated, and fairly present in all material respects the consolidated financial position of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities Company and obligations, incurred in the ordinary course of business consistent with past practice since the date Subsidiary as of the Reference Balance SheetSheet Date and their consolidated results of operations for the period referred to therein, subject to normal year-end adjustments (ii) liabilities and obligations that which are not, individually or in the aggregate, material reasonably expected to be material) and the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation absence of Transaction Expensesnotes otherwise required by GAAP. (c) The books Company does not have any liabilities of account and financial records a type or nature required to be reflected on a consolidated balance sheet of the Enhanced Entities are true Company and correct in all material respects and have been the Subsidiary prepared and are maintained in all material respects in accordance with sound accounting practice. GAAP, except: (di) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee liabilities reflected or similar agreement reserved on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director the face of the Company.Balance Sheet;

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

Financial Statements; No Undisclosed Liabilities. (a) True Section 5.5 of the Company Disclosure Schedule sets forth accurate and complete copies of the following financial statements: (i) the audited consolidated balance sheetssheet of TMFS Holdings, including LLC and its Subsidiaries (or the consolidated schedules predecessors of investmentssuch Persons), of ECG as of December 31, 20192012, December 312013 and 2014, 2018 and December 31, 2017, and (ii) the related audited consolidated statements of operationsincome, members’ (deficit) equity equity, and cash flows flow of ECGTMFS Holdings, together with all related notes thereto, accompanied by LLC and its Subsidiaries for the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of years ended December 31, 20192012, December 31, 2018 and December 31, 20172013, and the related audited consolidated statements of operations2014, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheets of TMFS Holdings, including the consolidated schedule of investments, of ECG LLC and its Subsidiaries as of September 30August 31, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto2015, and (iv) the related unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operationsincome, members’ deficit equity, and cash flows flow of ECPTMFS Holdings, together with all related notes thereto LLC and its Subsidiaries for the eight-month period ended August 31, 2015 (the foregoing items referred to in clauses (i) and (ii), the “Audited Financial Statements”, items referred to in clauses (iii) and (iv) collectively referred to as the “Interim Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”), are attached hereto . Except as Schedule 3.6(a) set forth on Section 5.5 of the Company Disclosure Schedules. Each of , the Financial Statements and (including the Interim related notes included in the Audit Financial Statements Statements, where applicable) (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (yi) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated noted therein or in the notes thereto), (ii) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries in all material respects, and (ziii) fairly presentpresent fairly, in all material respects, the consolidated financial position, results of operations operations, members’ equity and cash flows of the applicable Enhanced Entities TMFS Holdings, LLC and its Subsidiaries as of the respective dates thereof and for or the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesthen ended. (b) Except as and Neither the Company nor any of its Subsidiaries has any material Liabilities required to the extent adequately accrued be disclosed by GAAP other than (i) those reflected or reserved against in the unaudited consolidated balance sheet of ECG or ECP as of September 30Financial Statements, 2020 (collectively, the “Reference Balance Sheet”), none of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (iii) liabilities and obligations, those incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance SheetAugust 31, 2015, (iiiii) liabilities those incurred pursuant to obligations arising under Contracts, other than arising out of or resulting from a breach or default under such Contracts, (iv) those incurred in connection with this Agreement and obligations the transactions contemplated hereby, or (v) Liabilities that are not, individually or in the aggregate, not material to the Enhanced EntitiesCompany and its Subsidiaries. Except for Liabilities reflected in the Financial Statements, taken as a wholeneither the Company nor any of its Subsidiaries has any material off balance sheet Liability of any nature to, or (iii) liabilities any material financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company and obligations its Subsidiaries. All reserves that are set forth in or reflected in the consolidated balance sheets included in the computation Financial Statements have been established in accordance with GAAP consistently applied in all material respects. Neither the Company nor any of Transaction Expenses.its Subsidiaries is a party to any material “off-balance sheet arrangements” as defined in Item 303(a)(4) of Regulation S-K. (c) The books Company and each of account its Subsidiaries have in place systems and financial records processes that are customary for a company at the same stage of development as the Company and that are designed to (1) provide reasonable assurances regarding the reliability of the Enhanced Entities are true Financial Statements, (2) in a timely manner accumulate and correct communicate in all material respects to Company’s principal executive officer and have been prepared and are maintained principal financial officer the type of information that would be required to be disclosed in all material respects in accordance with sound accounting practicethe Financial Statements. (d) Except as set forth in Schedule 3.6(d)Since October 1, no Enhanced Entity 2011, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, the Company’s independent auditors or any current or former Representative of the Company or any of its Subsidiaries, has entered into any undertaking, guarantee identified or similar agreement on behalf been made aware of any GP Entityfraud that involves Company’s management or other current or former employees, Sellerconsultants, members, managers or directors of the Company or any of its Subsidiaries, or any claim or allegation of material fraud involving any of the foregoing persons. (e) Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any present or former employeedirector, officer, manager, member, employee, auditor, accountant or director Representative of an Enhanced Entity in respect the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any capital commitmentmaterial complaint, capital contributionallegation, return obligation (including assertion or claim, which is in respect writing, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of capital contributions the Company or “clawback” any of carried interest) its Subsidiaries or other substantially similar payments owed their respective internal accounting controls or any material inaccuracy in the Company’s Financial Statements. No attorney representing the Company or any of its Subsidiaries, whether or not employed by such GP Entitythe Company or any of its Subsidiaries, Seller has reported to the Board of Managers of the Company or present or former employee officer or director any committee thereof or, to the Knowledge of the Company, to any manager, officer or member of the Company evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, managers, members, employees or agents.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies Prior to the signing of this Agreement, the Company has delivered to Parent the (i) the audited consolidated balance sheets, including sheets of the consolidated schedules of investments, of ECG Company and the Subsidiaries as of December 31, 2019, December 31, 2018 2003 and December 31, 20172002, and the related consolidated audited consolidated statements of operationsincome, memberscash flow and stockholders’ (deficit) equity for the twelve-month periods then ended, in each case certified by the Company’s independent public accountants and cash flows of ECG, together with all related notes thereto, accompanied by a copy of such auditor’s report (the reports thereon of ECG’s independent auditors“Historical Financial Statements”), and (ii) the audited unaudited consolidated balance sheets, including sheet of the schedules of investments, of ECP Company and the Subsidiaries as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors 2004 (the foregoing clauses (i) and (ii) collectively referred to as the “Financial StatementsDecember 31 Balance Sheet”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020), and the related consolidated unaudited statements of operationsincome, memberscash flow and stockholders’ equity for the twelve-month period then ended (deficit) equity and cash flows of ECG, together with all related notes theretothe December 31 Balance Sheet, the “2004 Financials”), and (iviii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECP Company and its Subsidiaries as of September 30March 31, 20202005 (the “Latest Balance Sheet”), and the related consolidated unaudited statements of operations, members’ deficit income and cash flows of ECP, together with all related notes thereto flow for the three-month periods then ended (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Latest Financial Statements”), are attached hereto as Schedule 3.6(a; and (b) prior to Closing the Company will have delivered to Parent the audited consolidated balance sheet of the Disclosure SchedulesCompany and the Subsidiaries as of December 31, 2004 (the “Audited December 31 Balance Sheet”), and the related consolidated audited statements of income, cash flow and stockholders’ equity for the twelve-month period then ended, certified by the Company’s independent public accountants and accompanied by a copy of such auditor’s report (the “Audited Financial Statements”). Each of The Historical Financial Statements, the 2004 Financials and the Latest Financial Statements were, and the Interim Audited Financial Statements (x) have been will be, prepared in accordance with the books and records of the applicable Enhanced EntitiesCompany and the Subsidiaries and the Historical Financial Statements, (y) the 2004 Financials and the Latest Financial Statements fairly present, and the Audited Financial Statements will fairly present, the financial condition of the Company and the Subsidiaries as of the dates indicated and the results of operations cash flows and changes in shareholders’ equity of the Company and the Subsidiaries for the respective periods indicated, and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Latest Financial Statements, to normal and recurring year-end adjustments that will notadjustments). Neither the Company nor any Subsidiary has any Liability of a nature required to be disclosed on a balance sheet or in the notes to financial statements prepared in accordance with GAAP, which are individually or in the aggregateaggregate material to the business, be material results of operations or financial condition of the Company and the absence of footnotes. (b) Except Subsidiaries taken as and to the extent a whole, except for Liabilities adequately accrued reflected or reserved against in on the unaudited consolidated balance sheet of ECG Latest Balance Sheet or ECP as of September 30, 2020 (collectively, the “Reference Balance Sheet”), none described on Section 4.9 of the Enhanced Entities has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities Disclosure Schedule and obligations, Liabilities incurred since the Latest Balance Sheet in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, not material to the Enhanced EntitiesCompany and its Subsidiaries, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction Expensesas contemplated by Section 3.10 hereof. (c) The books of account and financial records of the Enhanced Entities are true and correct in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth in Schedule 3.6(d), no Enhanced Entity has entered into any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the Company.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including sheet of the consolidated schedules of investments, of ECG Company and its Subsidiaries as of at December 31, 2019, December 31, 2018 and December 31, 20172015, and the related consolidated audited consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPCompany’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2016, and the related consolidated statements of income, retained earnings, stockholders’ equity and cash flows of the Company and its Subsidiaries, together with all related notes and schedules thereto, and (iii) the unaudited consolidated balance sheet, including sheet of the consolidated schedule of investments, of ECG Company and its Subsidiaries as of September at June 30, 20202017, and the related consolidated statements of operationsincome, membersretained earnings, stockholders’ (deficit) equity and cash flows of ECGthe Company and its Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (collectively, the foregoing financial statements described in clauses (iiii) and (ivii) collectively are referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (xA) are correct and complete in all material respects and have been prepared in accordance with the books and records of the applicable Enhanced Entities, Company and its Subsidiaries; (yB) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except (1) with respect to the Financial Statements, as may be indicated in the notes thereto) thereto and (z2) with respect to the Interim Financial Statements, for the absence of footnote disclosures and changes resulting from normal year-end adjustments); and (C) fairly present, in all material respects, present the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities Company and its Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotesmaterial. (b) Except as and to the extent adequately accrued or reserved against in the unaudited consolidated balance sheet of ECG or ECP the Company and its Subsidiaries as of September at June 30, 2020 2017 (collectivelysuch balance sheet, together with any related notes and schedules thereto, the “Reference Balance Sheet” and such date, the “Balance Sheet Date”), none neither the Company nor any of the Enhanced Entities its Subsidiaries has any liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entity, except for (i) liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance SheetSheet Date, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced EntitiesCompany or any of its Subsidiaries, taken as a whole, or (iiiii) liabilities and obligations included of a type or nature not required to be reflected in the computation “liabilities” column of Transaction Expensesa balance sheet prepared in accordance with GAAP and (iii) other liabilities expressly disclosed in the Disclosure Schedule. (c) The books of account and financial records of the Enhanced Entities Company and its Subsidiaries are true and correct correct, represent actual, bona fide transactions, have been prepared and are maintained in all material respects accordance with sound business practices, including the maintenance of adequate internal accounting controls, and have been prepared and are maintained in all material respects in accordance with sound accounting practiceGAAP. (d) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the Company’s obligations are satisfied in a timely manner. Except as set forth otherwise disclosed in Schedule 3.6(d)the Financial Statements or as required by GAAP, since its inception, the Company has not made any material change in any method of accounting, accounting practice or policy or any internal control over financial reporting. (e) There has been no Enhanced Entity has entered into incidence of fraud since inception of the Company that involves any undertaking, guarantee or similar agreement on behalf of any GP Entity, Seller, any present current or former employeedirectors, officer, officers or director employees of the Company or any of its Subsidiaries. (f) Schedule 3.6(e) of the Disclosure Schedules lists all Indebtedness owed to the Company or any of its Subsidiaries by any employee of the Company or any of its Subsidiaries or any Holder or Related Party of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions employee or “clawback” of carried interest) or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director of the CompanyHolder.

Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheetssheet of Greenspring Associates, including LLC and its Subsidiaries referenced therein (the consolidated schedules of investments“Consolidated Subsidiaries”) as at December 31, of ECG as of 2020, December 31, 2019, December 31, 2018 and December 31, 20172018, and the related audited consolidated statements of operations, changes in members’ (deficit) equity equity, and cash flows income of ECGGreenspring Associates, LLC and the Consolidated Subsidiaries for the periods then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of ECG’s independent auditorsGreenspring Associates, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECPLLC’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheetsheet of Greenspring Associates, including LLC and the consolidated schedule of investmentsConsolidated Subsidiaries as at March 31, of ECG as of September 30, 20202021, and the related consolidated statements of operations, changes in members’ (deficit) equity and cash flows income of ECGGreenspring Associates, LLC and the Consolidated Subsidiaries, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes schedules thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a3.6(a)(i) of the Disclosure SchedulesLetter. The unaudited balance sheet of GBOS as at March 31, 2021 and the related statement of operations of GBOS (collectively referred to as the “GBOS Interim Financial Statements”) have been provided to Parent prior to the date hereof and are attached hereto as Schedule 3.6(a)(ii) of the Disclosure Letter. Each of the Financial Statements and the Interim Financial Statements (xi) have been prepared in accordance with the books and records of Greenspring Associates, LLC and the applicable Enhanced Entities, Consolidated Subsidiaries; (yii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ); and (ziii) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows income of Greenspring Associates, LLC and the applicable Enhanced Entities Consolidated Subsidiaries as of at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to the omission of footnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The GBOS Interim Financial Statements (i) have been prepared in accordance with the books and records of GBOS; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated; and (iii) fairly present, in all material respects, the financial position, results of operations and income of GBOS as at the absence respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to the omission of footnotesfootnote disclosures and to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. (b) Except as and to the extent adequately accrued or reserved against in the unaudited audited consolidated balance sheet of ECG or ECP Greenspring Associates, LLC and the Consolidated Subsidiaries as of September 30at December 31, 2020 (collectivelysuch balance sheet, together with all related notes and schedules thereto, the “Reference Balance Sheet”)) or as reflected in the Interim Financial Statements or the GBOS Interim Financial Statements, none of the Enhanced Entities no Group Company has any liability or obligation of any naturenature (including as a result of COVID-19 or any COVID-19 Measures), whether accrued, absolute, contingent or otherwise, whether known or unknown, that would be unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of an Enhanced Entitythe Group Companies or disclosed in the notes thereto, except for (i) Transaction Expenses, (ii) liabilities and obligations incurred under this Agreement or the Ancillary Agreements, (iii) executory performance obligations arising under Contracts to which the Group Companies are parties and (iv) for liabilities and obligations, incurred in the ordinary course of business consistent with past practice since the date of the Reference Balance Sheet, (ii) liabilities and obligations that are not, individually or in the aggregate, material to the Enhanced Entities, taken as a whole, or (iii) liabilities and obligations included in the computation of Transaction ExpensesGroup Companies. (c) The books of account and financial records of the Enhanced Entities Group Companies are true correct and correct complete in all material respects and have been prepared and are maintained in all material respects in accordance with sound accounting practice. (d) Except as set forth . The Group Companies maintain proper and adequate internal accounting controls. There are no significant deficiencies in Schedule 3.6(d)the design or operation of the Group Companies’ internal controls over financial reporting which could adversely affect in any material respect the Group Companies’ ability to record, process, summarize and report financial data or material weaknesses in internal controls over financial reporting and there has been no Enhanced Entity has entered into any undertakingfraud, guarantee whether or similar agreement on behalf of any GP Entitynot material, Seller, any present or former employee, officer, or director of an Enhanced Entity in respect of any capital commitment, capital contribution, return obligation (including in respect of capital contributions or “clawback” of carried interest) that involved management or other substantially similar payments owed by such GP Entity, Seller or present or former employee officer or director employees of the CompanyGroup Companies who have a significant role in the Group Companies’ internal control over financial reporting. None of the Group Companies maintains any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the SEC.

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