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

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited financial statements for the eight-month period ended February 28, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer Buyer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited unaudited, consolidated financial statements for the eightfiscal year ended to December 31, 2016 and its unaudited, consolidated financial statements for the four-month period ended February 28April 30, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involvedinvolved if such consistent basis is in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer Purchaser its unaudited audited, consolidated financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date 2015, its unaudited, consolidated financial statements for fiscal year 2016 and its unaudited unaudited, consolidated financial statements for the eightthree-month period ended February 28March 31, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyGroup Companies, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the consolidated financial condition of the Company Group Companies at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (viii) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered made available to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its consolidated unaudited financial statements for the eight-month period ended February 28last nine months of the partial fiscal year ending December 31, 2017 2019 and the entire fiscal year ending December 31, 2020 (including, in each case, balance sheets, statements of operations sheets and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statementsFinancial Statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iviii) are true, correct and complete in all materials respects and (viv) were prepared in accordance with GAAP, except that the Company does not comply with ASC606 regarding the recognition of Intellectual Property licensing revenue and for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited audited, consolidated financial statements for the eight12-month periods ended December 31, 2019 and December 31, 2020, and unaudited, consolidated financial statements for the six-month period ended February 28June 30, 2017 2021 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany in all material respects, (ii) complied in all material respects as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present present, in all material respects, the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited audited, consolidated financial statements for the eight-month period Company’s fiscal year ended February 28December 31, 2017 2014, and its unaudited, consolidated financial statements for the Company’s fiscal years ended December 31, 2015 and December 31, 2013 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied comply as to form with applicable accounting requirements with respect thereto as of their respective datesthereto, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, Financial Statements to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, GAAP applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered made available to Acquirer its unaudited audited consolidated financial statements for each of the fiscal year ended June 30th subsequent to years ending December 31, 2019 and 2020 and the Company’s inception date and its unaudited consolidated financial statements for the eight-month period fiscal year ended February 28December 31, 2017 (including2021(including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany and the Company Subsidiaries, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company and the Company Subsidiaries at the dates therein indicated and the results of operations and cash flows of the Company and the Company Subsidiaries for the periods therein specified specified, in each case in all material respects, (subject, in the case of unaudited interim period financial statementsFinancial Statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAPGAAP and ASC 606, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involvedinvolved and (v) are true, correct and complete in all material respects.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited audited, consolidated financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date December 31, 2011 and its unaudited unaudited, consolidated financial statements for the eightseven-month period ended February 28July 31, 2017 2015 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), and (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involvedinvolved if such consistent basis is in accordance with GAAP.

Financial Statements; No Undisclosed Liabilities. (a) The Section 4.06(a) of the Company has delivered to Acquirer its Disclosure Schedule sets forth (i) the unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited financial statements balance sheet, together with related statement of income, for the eight-month period Company as of and for the four (4)-months ended February 2829, 2017 2024 (includingsuch balance sheet, in each casethe “Reference Date Balance Sheet”), and (ii) the audited balance sheetssheet, statements together with related statement of operations income and statements cash flow, for the Company as of cash flowsand for the years ended October 31, 2022 and October 31, 2023 (clauses (i) and (ii), collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (iA) have been prepared in accordance with U.S. GAAP consistently applied (except as may be noted therein), (B) are derived from and in accordance with the books and records of the CompanyCompany on a consistent basis, and (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iiiC) fairly and accurately present present, in all material respects, the financial condition position and results of operations of the Company at the dates therein indicated and the results of operations and cash flows as of the Company date thereof or for the periods therein specified (set forth therein; subject, in the case of the unaudited interim period financial statementsFinancial Statements, to normal and recurring year-end audit adjustments, none of which individually or in the aggregate are or will shall be material in amount)material, (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in accordance with U.S. GAAP. Section 4.06(a) of the unaudited Financial Statements, applied on a consistent basis throughout Company Disclosure Schedule includes an accurate and complete itemized list of all Indebtedness of the periods involvedCompany as of the Closing Date.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited audited financial statements for the eight-month period ended February 28fiscal years ending July 31, 2017 2017, July 31, 2018 and July 31, 2019 (including, in each case, balance sheets, statements of operations and statements of cash flows) and its unaudited financial statements for the 9-month period ended April 30, 2020 (including, in each case, balance sheets and statements of operations) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements and, as of the Closing, the Audited Interim Financials: (i) are derived from and in accordance with the books and records (including the general ledger) of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company and the Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAPthe Company Accounting Principles, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each the fiscal year ended June 30th subsequent to the Company’s inception date years of 2020 and 2021 and its unaudited financial statements for the eight-month period ended February 28August 31, 2017 2022 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited audited, consolidated financial statements for the eight12-month periods ended December 31, 2018 and December 31, 2019, and unaudited, consolidated financial statements for the nine-month period ended February 28September 30, 2017 2020 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany in all material respects, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present present, in all material respects, the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iviii) are true, correct and complete in all material respects and (viv) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.

Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered made available to Acquirer its unaudited audited consolidated financial statements for each of the fiscal year ended June 30th subsequent to the Company’s inception date years ending December 31, 2021 and December 31, 2022 and its unaudited consolidated financial statements for the eight9-month period ended February 28September 30, 2017 2023 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the CompanyCompany and the Company Subsidiaries, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company and the Company Subsidiaries at the dates therein indicated and the results of operations and cash flows of the Company and the Company Subsidiaries for the periods therein specified (subject, in the case of unaudited interim period financial statementsFinancial Statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involvedinvolved and (v) are true, correct and complete in all material respects.