Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies HighCape a true and complete copy of (i) the audited consolidated balance sheets of the Company Group Companies as of December 31st for the fiscal years 1996 and 199731, 2019, and the related audited consolidated statements of incomeoperations and comprehensive loss, changes in shareholders' equity convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the fiscal years 1995periods then ended, 1996 and 1997, inclusive, in each case accompanied by (ii) the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the unaudited consolidated balance sheets and statements referred to above being referred to as of the "Company Financial Statements" and the audited consolidated balance sheet Group Companies as of December 31, 1997 being referred to 2020, and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the twelve (12)-month period then ended, and (iii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2020 (the "Company “Latest Balance Sheet"”) and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended (clauses (i), (ii), and (iii) are collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The balance sheets referred to in Each of the previous sentence Financial Statements (including the related notesnotes thereto) present (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofposition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company Group Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods therein set forth; each period indicated therein, except as otherwise specifically noted therein, and (C) in the case of such balance sheets the Financial Statements included in clause (iii) only, were prepared in accordance with the standards of the PCAOB, and statements (including the related notes) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the respective dates thereof (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except Regulation S-X or Regulation S-K, as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawapplicable).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies of Parent (i) the audited consolidated balance sheets of the Company as of December 31st and the Company Subsidiaries for the fiscal years 1996 ended December 31, 2017, December 31, 2018 and 1997December 31, 2019, and the related audited consolidated statements of income, changes in shareholdersstockholders' equity and cash flows of the Company and the Company Subsidiaries for the fiscal years 1995then ended, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company including footnotes thereto (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" ") and (ii) the audited unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31June 30, 1997 being referred to as 2020 (the "Company Base Balance Sheet") and the unaudited interim consolidated statements of income, stockholders' equity and cash flows of the Company and the Company Subsidiaries for the first, second and third fiscal quarters and year-to-date period then ended during 2018, 2019 and during 2020 through June 30, 2020, including footnotes thereto (collectively, the "Unaudited Interim Financial Statements"). The balance sheets referred to Each of the Financial Statements and the Unaudited Interim Financial Statements (i) presents fairly, in the previous sentence (including the related notes) present fairly all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, thereof and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements then ended, (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notesii) has been prepared in accordance conformity with GAAP consistently applied during on a consistent basis throughout the periods involved (except as indicated except, in the notes theretocase of Unaudited Interim Financial Statements, as to normal and recurring adjustments that were not or are not expected to be in a material amount), (iii) and in accordance with is derived from the books and records of the Company and the Company Subsidiaries, which books Subsidiaries and records (iv) are complete in a form sufficient to comply with Rule 3-05 of Regulation S-X under the Securities Act. The Company and accurate in all material respects each of the Company Subsidiaries maintains a standard system of accounting established and have been maintained in all material respects administered in accordance with Applicable LawGAAP.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies FLAC a true and complete copy of (i) the audited consolidated balance sheets statements of financial position of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet Current Companies as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including 2020 and 2021 and the related notesaudited consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the 12-month periods then ended and (ii) present fairly the audited consolidated statements of financial position of the Company Current Companies as of December, 31, 2020 and December 31, 2021 (the “Latest Balance Sheet Date”) and the Company Subsidiaries as related audited consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the dates thereofCurrent Companies for each of the years then ended (clauses (i) and (ii), and collectively, the other “Company Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial statements referred to in this Section 4.4(a) present fairly the consolidated position, results of operations and cash flows of the Company Current Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods period indicated therein, except as otherwise specifically noted therein set forth; each and (C) in the case of such balance sheets clause (i), were audited in accordance with the standards of IFRS and statements contain an unqualified report of the Company’s auditors (other than the qualification related to the Company’s recurring losses from operations and net capital deficiency that raise substantial doubt about its ability to continue as a going concern). When the Closing Financial Statements (including the related notesnotes thereto) are delivered following the date of this Agreement in accordance with Section 5.17, each Closing Financial Statement shall (1) be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (2) fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (3) have been audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (4) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the respective dates thereof (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable LawRegulation S-X).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered Prior to Closing, LDG, the Operating Subsidiary and Holdings will deliver to Buyer true and correct copies of (i) an unaudited separate company balance sheet of such Subsidiary at December 31, 2006 (each a “Balance Sheet” and collectively, the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997“Balance Sheets”), and the related audited unaudited statements of income, changes in shareholders' ’ equity and cash flows for the fiscal years 199512 months then ended, 1996 including the notes thereto, and 1997(ii) an unaudited separate company balance sheet of such Subsidiary at June 30, inclusive2007, in each case accompanied by and the audit report related unaudited statements of KPMG Peat Marwick LLPincome, independent public accountants with respect to shareholders’ equity, and cash flows for the Company six months then ended (collectively, the balance sheets and statements referred to above being referred to as the "Company “Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"Information”). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position All of the Company Financial Information, when delivered, will be true and the Company Subsidiaries as of the dates thereof, complete and the other financial statements referred to in this Section 4.4(a) will fairly present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; the assets, liabilities, financial condition and results of operations of each of Subsidiary at such balance sheets dates and statements (including the related notes) has been prepared for such periods, all in accordance with GAAP U.S. or Brazil (as the case may be) generally accepted accounting principles consistently applied during throughout the periods involved (except as set forth on Section 3(g) of the Seller Disclosure Schedule and, in the case of interim statements, which do not contain footnotes and are subject to year-end adjustments). No Subsidiary has any liabilities, obligations or contingencies (whether absolute, accrued or contingent) (each a “Liability” and collectively, “Liabilities”) of a type described in clauses (x), (y) or (z) of Section 12(a) hereof, and, to each Subsidiary’s knowledge, no such Subsidiary has any other Liabilities, except in each case (i) Liabilities that are accrued or reserved against in its most recent balance sheet or as otherwise indicated or reflected in the notes thereto; (ii) additional Liabilities reserved against since the date of such balance sheet (the “Balance Sheet Date”) that have arisen in the ordinary course of business and in accordance with are accrued or reserved against on the books and records of such Subsidiary; (iii) additional Liabilities that are expressly provided for in any Contracts that are not required to be reflected in such Subsidiary’s financial statements under U.S. or Brazil (as the Company case may be) generally accepted accounting principles; and (iv) other potential or actual Liabilities directly or indirectly related to or resulting from the Company Subsidiaries, which books issues and records are complete and accurate matters listed in all material respects and have been maintained in all material respects in accordance with Applicable LawSection 3(g) of the Seller Disclosure Schedule.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies ARYA a true and complete copy of (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet Group Companies as of December 31, 1997 being referred to 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2019 and March 31, 2020 (the "Company “Latest Balance Sheet"”) and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the three-month periods then ended (clauses (i) and (ii), collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The balance sheets referred to in Each of the previous sentence Financial Statements (including the related notesnotes thereto) present (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofposition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company Group Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods therein set forth; each period indicated therein, except as otherwise specifically noted therein, (C) in the case of such balance sheets the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the PCAOB and statements contain an unqualified report of the Company’s auditors and (including the related notesD) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the respective dates thereof (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except Regulation S-X or Regulation S-K, as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawapplicable).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies SPAC a draft of (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet Group Companies as of December 31, 1997 being referred 2020 (including any comparison figures to the year ended December 31, 2019) and the related draft of statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the year ended December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2021 (the "Company “Latest Balance Sheet"”) and the related unaudited statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the three (3)-month period then ended, each of which are attached as Section 3.4(a) of the Company Disclosure Schedules (all such balance sheets and statements, collectively, the “Financial Statements”). The balance sheets referred to in Each of the previous sentence Financial Statements (including the related notesnotes thereto) present fairly (A) was prepared in accordance with GAAP applied on a consistent basis throughout the consolidated financial position periods indicated (except as may be indicated in the notes thereto), (B) is based upon and consistent with information contained in the books and records of the Company and (C) fairly presents in all material respects in accordance with GAAP the Company Subsidiaries as of the dates thereoffinancial position, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company Group Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and period indicated therein, except as otherwise specifically noted therein. All financial statements delivered pursuant to Section 5.16, (including the related notesA) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been will be prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes theretothereto and, in the case of unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes) and in accordance with the books and records of the Company and the Company Subsidiaries(B) will fairly present, which books and records are complete and accurate in all material respects respects, the financial position, results of operations and have been maintained in all material respects in accordance with Applicable Lawcash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies Purchaser (i) a true and complete copy of (x) the audited consolidated balance sheet of American Seniors Association Holding Group, Inc. (“AMSA”), the predecessor in interest to the Company, as of December 31, 2022 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for AMSA for the period ended December 31, 2022, together with all related notes and schedules thereto, (y) the unaudited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet Group Companies as of December 31, 1997 being referred to 2023 and (z) the related audited and unaudited, respectively, consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for each of the periods then ended, together with all related notes and schedules thereto, and (ii) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2024 (the "Company “Latest Balance Sheet"”) and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the period then ended, together with all related notes and schedules thereto (clauses (i) and (ii), collectively, the “Financial Statements”). The balance sheets referred to in Each of the previous sentence Financial Statements (including the related notesnotes thereto) present (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofposition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company Group Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets period indicated therein, except as otherwise specifically noted therein, and statements (including the related notesC) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the respective dates thereof (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except Regulation S-X or Regulation S-K, as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawapplicable).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies Pathfinder a true and complete copy of (i) the audited unaudited consolidated balance sheets of the Company Group Companies as of December 31st for the fiscal years 1996 January 31, 2020 and 1997January 31, 2021 and the related audited unaudited consolidated statements of incomeoperations and comprehensive loss, changes in shareholders' statements of stockholders’ equity and cash flows of the Group Companies for each of the periods then ended and (ii) the unaudited condensed consolidated balance sheet of the Group Companies as of April 30, 2021 (the “Latest Balance Sheet”) and the related unaudited condensed consolidated statements of operations and comprehensive loss, statements of stockholders’ equity and cash flows of the Group Companies for the fiscal years 1995three-month period then ended (clauses (i) and (ii), 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company “Financial Statements" and ”), each of which is attached as Section 2.4(a) of the audited consolidated balance sheet as Company Disclosure Schedules. Each of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence Financial Statements (including the related notesnotes thereto) present (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, where applicable), (B) fairly presents, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofGroup Companies, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of the Group Companies operations and comprehensive losses and statements of stockholders’ equity and cash flows of the Company Group Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets period indicated therein, except as otherwise specifically noted therein, and statements (including the related notesC) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act (including the related notesRegulation S-X or Regulation S-K, as applicable) has been prepared in accordance with GAAP consistently applied during the periods involved (except effect as indicated in the notes thereto) and in accordance with the books and records of the Company date of this Agreement, at the time of filing of the Registration Statement / Proxy Statement and at the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawtime of effectiveness of the Registration Statement / Proxy Statement.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer copies of Attached hereto as Schedule 2.6(a)(i) are (i) the audited consolidated internally prepared, unaudited balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet Seller as of December 31, 1997 being referred to as 2005 and 2006 and the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position internally prepared, unaudited statements of income and cash flow for each of the Company years then ended , and (ii) the internally prepared, unaudited balance sheet of Seller as of March 31, 2007 and the Company Subsidiaries as internally prepared, unaudited statements of income and cash flow for the dates thereof, and the other three-month period then ended. All of such financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company SubsidiariesSeller’s past practices, which books and records are complete and accurate correct in all material respects and have been maintained present fairly in all material respects the financial condition of Seller at the dates of such statements and the results of operations for the periods covered thereby; provided, however, that the Seller’s unaudited financial statements as of December 31, 2006 will not be in compliance with GAAP until the adjusting journal entries set forth in the Xxxxxxx Group, P.C.’s draft combined audited financials statements for Seller and the Hof Service Company, Inc for the period ending December 31, 2006, a copy of which have been delivered to Buyer, have been made. The internally prepared, unaudited balance sheet of Seller as of March 31, 2007 is referred to herein as the “Base Balance Sheet.” Seller shall deliver to Buyer by no later than September 30, 2007 the following: (x) the internally prepared, unaudited balance sheet of Seller as of June 30, 2007 and the internally prepared, unaudited statements of income and cash flow for the six-month period then ended, and (y) the combined audited financial statement of Seller and the Hof Service Company, Inc. as of December 31, 2006. The financial statements to be delivered to Buyer on September 30, 2007 shall be prepared in accordance with Applicable LawGAAP applied consistently with Seller’s past practices, complete and correct in all material respects and present fairly in all material respects the financial condition of Seller at the dates of such statements and the results of operations for the periods covered thereby.

Financial Statements; Undisclosed Liabilities. (a1. Attached hereto as Schedule 4(f)(i) The --------------------------------------------- Company has previously delivered to Buyer copies are the following financial statements of the audited Seller: (A) the compiled, unaudited consolidated balance sheets sheet and statements of the Company income and changes in stockholders’ equity as of December 31st and for the fiscal years 1996 ended December 31, 2019 and 1997December 31, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company 2020 (collectively, the balance sheets and statements referred to above being referred to as the "Company “Year-End Financial Statements" ”); and (B) the audited unaudited consolidated balance sheet and statements of income and changes in stockholders’ equity as of December 31and for the eleven (11)-month period ended November 30, 1997 being referred to as 2021 (such date, the "Company “Most Recent Balance Sheet Date”, such balance sheet, the “Most Recent Balance Sheet"”, and such balance sheet and statements of income and changes in stockholders’ equity, collectively, the “Most Recent Financial Statements” and, together with the Year-End Financial Statements, collectively, the “Financial Statements”). The balance sheets referred to in the previous sentence Financial Statements (including the related notesnotes thereto, as applicable) present fairly the consolidated financial position of the Company are complete and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply correct in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has respects, have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) accordance, and in accordance are consistent, with the books and records of the Company and the Company Subsidiaries, Seller (which books and records are complete and accurate correct in all material respects), and fairly and accurately present in all material respects the financial condition, results of operations, and have been maintained changes in all material respects financial position of the Seller as of such dates and for such periods, in each case in accordance with Applicable Lawgenerally accepted accounting principles as in effect in the United States (as in effect as of the dates such Financial Statements were prepared, applied on a consistent basis throughout the Financial Statements), provided that the Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes (none of which adjustments or footnotes are or would be material in the aggregate) and other presentation items.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer copies Section 3.07 of the Seller Disclosure Letter sets forth the audited consolidated balance sheets of the Company and its subsidiaries as of December 31st for the fiscal years 31, 1997 and 1996 and 1997, and the related audited statements unaudited consolidated balance sheet of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company and its subsidiaries as of December 31, 1998 (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited unaudited consolidated balance sheet as of December 31, 1997 being referred to as 1998, the "Company Balance SheetCOMPANY BALANCE SHEET"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial audited consolidated statements referred to in this Section 4.4(a) present fairly the consolidated results of operations income and cash flows of the Company and its subsidiaries for the periods ended December 31, 1997 and 1996, and the unaudited consolidated statements of income and cash flows of the Company Subsidiaries and its subsidiaries for the respective fiscal periods therein set forth; each of period ended December 31, 1998, together with the notes to such balance sheets and financial statements (including such financial statements, together with the related notes) comply notes to such financial statements, collectively, the "COMPANY FINANCIAL STATEMENTS"). Except as set forth in all material respects with applicable accounting requirements with respect thereto; and each Section 3.07 of such balance sheets and statements (including the related notes) has Seller Disclosure Letter, the Company Financial Statements have been prepared in accordance conformity with GAAP United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved (except in each case as indicated may be described in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate fairly present in all material respects the consolidated financial position of the Transferred Subsidiaries (including the Puerto Rico Company) and have been maintained the consolidated results of their operations and cash flows for the respective periods indicated (subject, in all material respects in accordance the case of the unaudited statements, to normal, recurring year-end audit adjustments and the absence of footnotes complying with Applicable LawGAAP).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited financial statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance requirements, are consistent with the books and records of the Company and the Company Subsidiaries, which books as applicable, and, with respect to the Company, the rules and records are complete regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, or in the case of unaudited interim financial statements, to the extent they may exclude footnotes or may be condensed or summary statements, and accurate fairly present in all material respects the financial position of the Company and the Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth in Section 3.8 of the Disclosure Schedule, neither the Company nor any Subsidiary has any material obligation or liability other than (a) liabilities set forth on the Company’s consolidated balance sheet as of September 30, 2009, as set forth in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, as filed with the Commission on November 16, 2009 (the “Balance Sheet”), and (b) liabilities and obligations which have been maintained arisen since September 30, 2009 in the ordinary course of business, consistent in nature and amount with past practices (none of which results from breach of contract, breach of warranty, tort, infringement, claim or lawsuit). As of the Closing and at the Effective Date, the Company will have paid all material respects liabilities, debts and lease obligations then due and owing other than fees and expenses incurred in accordance connection with Applicable Lawthe transactions contemplated by this Agreement and the documents referred to herein, which fees and expenses will be paid as provided by the Flow of Funds.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer Attached as Schedule 6.6(a) are true, correct and complete copies of the following financial statements of the Company (the “Financial Statements”): (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31st for the fiscal years 1996 31, 2012 and 1997, 2013 and the related audited consolidated statements of income, changes in shareholders' stockholders equity and cash flows for the fiscal years 1995then ended, 1996 together with all related footnotes and 1997schedules thereto, inclusive, in each case accompanied by and (ii) the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited unaudited condensed consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company its Subsidiaries as of the dates thereofSeptember 30, 2014 and the other financial related unaudited condensed consolidated statements of income, stockholders equity and cash flows for the nine months then ended (the “Reference Balance Sheet,” and the date of such balance sheet being referred to herein as the “Reference Balance Sheet Date”). The Financial Statements have been prepared in this Section 4.4(aaccordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, fairly present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the Company Subsidiaries respective dates thereof and for the respective fiscal periods referred to therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except and, as indicated in the notes thereto) and in accordance applicable, are consistent with the books and records of the Company and its Subsidiaries; provided, however, that the Company SubsidiariesFinancial Statements referred to in clauses (ii) and (iii) above (A) do not include the footnotes required by GAAP, which books and records (B) are complete subject to normal recurring year-end adjustments which, to the Company’s knowledge and accurate without giving effect to the Merger and the other transactions contemplated hereby, are not expected to be, individually or in all material respects and have been maintained in all material respects in accordance with Applicable Lawthe aggregate, material.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer SPAC true and complete copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet its Subsidiaries as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including 2022 and December 31, 2021 and the related notes) present fairly the audited consolidated financial position statements of operations and comprehensive loss, and stockholders’ deficit and cash flows of the Company and the Company its Subsidiaries as for each of the dates thereofyears then ended (collectively, the “Audited Company Financial Statements”), and the other unaudited, consolidated balance sheets of the Company as of September 30, 2023 and the related unaudited, consolidated statements of operations and comprehensive loss of the Company and its Subsidiaries for the fiscal year to date period then ended (the “Unaudited Company Financial Statements” and, together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements referred to statements, (i) were prepared in this Section 4.4(aaccordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) present fairly present, in all material respects, as applicable, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the Company Subsidiaries date thereof and for the respective fiscal periods therein set forth; each period indicated therein, except as otherwise specifically noted therein, (iii) in the case of such balance sheets the Audited Company Financial Statements and statements the Additional Company Financial Statements, when delivered pursuant to Section 5.7, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors, and (including the related notesiv) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in Unaudited Company Financial Statements do not include all of the notes thereto) or the information contained in such notes as required by GAAP for complete financial statements and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawsubject to normal year-end adjustments.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer Priveterra true and complete copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet its Subsidiaries as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including 2022, 2021, and 2020 and the related notes) present fairly the audited consolidated financial position statement of operations and comprehensive loss, statement of convertible preferred stock and deficit and statement of cash flows of the Company and the Company its Subsidiaries as for each of the dates thereofyears then ended (collectively, the “Audited Company Financial Statements” or the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements, (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) in the case of the Audited Company Financial Statements and the other Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, fairly present, in all material respects, as applicable, the financial statements referred to in this Section 4.4(a) present fairly the consolidated position, results of operations and cash flows of the Company and its Subsidiaries as at the Company Subsidiaries date thereof and for the respective fiscal periods therein set forth; each period indicated therein, except as otherwise specifically noted therein, (iii) in the case of such balance sheets the Audited Company Financial Statements and statements the Additional Company Financial Statements, solely when delivered pursuant to Section 5.7, will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors when filed as part of the Registration Statement/Proxy Statement, and (including the related notesiv) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in Unaudited Company Financial Statements do not include all of the notes thereto) or the information contained in such notes as required by GAAP for complete financial statements and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawsubject to normal year-end adjustments.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered heretofore furnished to Buyer copies of the audited Purchaser (i) its consolidated balance sheets and statements of the Company operations and cash flows as of December 31st and for the fiscal years 1996 ended December 31, 1993, 1994 and 19971995 audited by and accompanied by the unqualified opinion of, in the case of the 1995 statements, Ernst & Young L.L.P. and, in the case of the 1993 and 1994 statements, Xxxxx Xxxxxxx, independent public accountants and (ii) the related audited consolidated balance sheets and statements of income, changes in shareholders' equity operations and cash flows of the Acquired Companies as of and for the fiscal years ended December 31, 1994 and 1995, 1996 audited by and 1997, inclusive, in each case accompanied by the audit report unqualified opinion of KPMG Peat Marwick LLPCoopers & Xxxxxxx, independent public accountants with respect to (the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(aclauses (i) and (ii) above, collectively, the "Financial Statements"). The Financial Statements present fairly in accordance with GAAP, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Consolidated Subsidiaries or the Company Subsidiaries for consolidated financial position and the respective fiscal periods therein set forth; each consolidated results of operations and cash flows of the Acquired Companies, as applicable, as of such dates and for such periods. Except as disclosed on Schedule 4.2(a), the balance sheets and statements (including the related notes) comply notes thereto included in the Financial Statements disclose all material respects with applicable accounting requirements with respect thereto; liabilities, actual or contingent, of the Company and each its Consolidated Subsidiaries or, to the knowledge of such balance sheets and statements (including the related notes) has been Company, of the Acquired Companies, as applicable, as of the dates thereof. The Financial Statements were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records ). The Financial Statements are complete and accurate consistent in all material respects and with the information included in the Confidential Information Memorandum. Attached hereto as Schedule 4.2(b) are earnings projections of the Company for the period beginning on January 1, 1996 through December 31, 2001, together with a written statement of the assumptions underlying them. Such earnings projections have been maintained prepared in all material respects in accordance with Applicable Lawgood faith based on estimates and assumptions believed by the Company to be reasonable as of the date such projections were prepared.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company Holdings has previously delivered furnished to Buyer copies Acquisition a copy of (i) the audited consolidated balance sheets financial statements of the Company as of December 31st AXIA and its consolidated subsidiaries for the fiscal years 1996 and ended December 31, 1994 through 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited including a consolidated balance sheet as of December 31 of each such year and related consolidated statements of income, statements of cash flow and statements of changes in stockholders' equity for the fiscal year then ended and the accompanying notes (the "Audited AXIA Financial Statements"), (ii) the unaudited consolidated financial statements of Holdings and its subsidiary for the fiscal years ended December 31, 1997 being referred to 1994 through 1997, including a consolidated balance sheet as of December 31 of each such year and related consolidated statements of income, statements of cash flow and statements of changes in stockholders' equity for the fiscal year then ended (the "Company Unaudited Holdings Financial Statements"), and (iii) the unaudited consolidated financial statements of AXIA and its consolidated subsidiaries for the three-month period ended March 31, 1998, including a consolidated balance sheet as of March 31, 1998 (the "Interim Balance Sheet") and the related consolidated statements of income, statements of cash flow and statements of changes in stockholders' equity for the period then ended (the "Interim Financial Statements," and together with the Audited AXIA Financial Statements and the Unaudited Holdings Financial Statements, the "Financial Statements"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has Financial Statements have been prepared in accordance with GAAP consistently applied during throughout the periods involved (except covered thereby, and present fairly the consolidated financial condition of Holdings and/or the Company, as indicated applicable, at the respective dates and the results of their operations, cash flows and changes in stockholders' equity for the notes thereto) periods then ended, and in accordance are consistent with the books and records of Holdings and/or the Company Company, as applicable, subject, in the case of the Unaudited Holdings Financial Statements and the Company SubsidiariesInterim Financial Statements, which books to the omission of footnotes and, in the case of the Interim Financial Statements, to normal year-end adjustments. The Interim Financial Statements are those included in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 as filed with the Securities and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable LawExchange Commission pursuant to the Exchange Act.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered Schedule 4.06 to Buyer copies of the Seller Disclosure Schedule contains (i) the audited consolidated balance sheets sheet (the “Year-End Balance Sheet”) of the Company Seller and Seller Subsidiaries as of December 31st for the fiscal years 1996 and 199731, 2003, and the related audited consolidated statements of incomeoperations, changes in shareholders' stockholders’ equity and cash flows for the fiscal years 1995year then ended, 1996 and 1997together with the appropriate notes to such financial statements, inclusive, in each case accompanied by the audit report thereon of KPMG Peat Marwick LLP, independent public accountants with respect to Seller’s Auditors (the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company “Year-End Financial Statements" and ”), (ii) the audited unaudited consolidated balance sheet of Seller and the Seller Subsidiaries as of December March 31, 1997 being referred 2004 and the related unaudited statements of operations and cash flows for the three months then ended, together with the appropriate notes to such financial statements (the “Quarterly Financial Statements”), and (iii) the unaudited consolidated balance sheet of Seller and the Seller Subsidiaries as of May 31, 2004 and the "Company Balance Sheet"related unaudited statements of operations and cash flows for the one month period then-ended (the “Other Financial Statements,” and, together with the Year-End Financial Statements and Quarterly Financial Statements, the “Financial Statements”). The balance sheets referred Financial Statements have been prepared in conformity with GAAP (except as provided in Schedule 4.06) to in the previous sentence (including the related notes) Seller Disclosure Schedule and fairly present fairly the consolidated financial position of the Company Seller and the Company Seller Subsidiaries as at the dates of the dates thereof, balance sheets included therein and the other financial statements referred consolidated results of their operations and cash flows for the respective periods indicated therein (subject, in the case of the Quarterly Financial Statements and the Other Financial Statements, to in this Section 4.4(a) present fairly all adjustments and accruals of a normal, recurring nature which are necessary for a fair statement of the consolidated balance sheet and results of operations and cash flows of at the Company and the Company Subsidiaries date or for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and period presented). The Financial Statements are in accordance with the books and records of the Company Seller and the Company Subsidiaries, Seller Subsidiaries do not and will not reflect any transactions which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawnot bona fide transactions.

Financial Statements; Undisclosed Liabilities. (a) The TLG has --------------------------------------------- Company has previously heretofore delivered to Buyer Dentsu complete and correct copies of the audited following financial statements (the "Financial Statements"): (i) the consolidated balance sheets of the Company Xxx Xxxxxxx Worldwide, Inc. (which was subsequently renamed The Xxx Group, Inc.) and its subsidiaries as of December 31st for the fiscal years 1996 31, 1998 and 1997December 31, 1997 and the related audited consolidated statements of income, changes in shareholders' equity investments and cash flows for the fiscal years 1995then ended, 1996 and 1997, inclusive, in each case accompanied together with auditor's reports thereon by the audit report of KPMG Peat Marwick Xxxxxx Xxxxxxxx LLP, independent public accountants with respect to (ii) the Company (collectively, the consolidated balance sheets of Xxx Xxxxxxx Company, Inc. (which was subsequently renamed Xxx Xxxxxxx USA, Inc.) and its subsidiaries as of December 31, 1998 and December 31, 1997 and the related consolidated statements referred to above of income, shareholders' investments and cash flows for the years then ended, together with auditor's reports thereon by Xxxxxx Xxxxxxxx LLP (with the December 31, 1998 balance sheets described in clauses (i) and (ii) being sometimes herein collectively referred to as the "Company Financial Statements" 1998 Balance Sheets") and (iii) the consolidated balance sheets of TLG and its subsidiaries as at March 31, 1999 and June 30, 1999 and the audited related consolidated balance sheet as statements of December 31income, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations shareholders' investments and cash flows for the periods then ended. The Financial Statements are complete and correct in all respects, have been derived from the accounting books and records of the Company indicated entities, and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has have been prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods involved (except as indicated presented in the notes thereto) Financial Statements subject, in the case of interim unaudited Financial Statements, only to normal recurring year-end adjustments (which adjustments are not material individually or in the aggregate). The Financial Statements fairly present the consolidated financial condition and in accordance with the books and records consolidated results of operations of the Company indicated entities as of the dates and for the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawperiods indicated.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer SPAC true and complete copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 31, 2021, and 1997December 31, 2022, and the related audited consolidated statements of incomeoperations and comprehensive loss, changes in shareholders' equity and stockholders’ deficit and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company for each of the years then ended (collectively, the balance sheets and statements referred to above being referred to as the "“Audited Company Financial Statements" ”), and the audited unaudited, draft consolidated balance sheet sheets of the Company as of December March 31, 1997 being referred to 2023, and the related unaudited, draft consolidated statements of operations and comprehensive loss of the Company for the fiscal year-to-date period then ended (the “Unaudited Company Financial Statements” and, together with the Audited Company Financial Statements, the “Company Financial Statements”), each of which are attached as Section 3.5(a) of the "Company Balance Sheet")Disclosure Schedules. The balance sheets referred to in the previous sentence Company Financial Statements (including the related notesnotes thereto) present and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements, (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, as applicable, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofposition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) in the case of the Audited Company Financial Statements and the Additional Company Subsidiaries for Financial Statements, when delivered pursuant to Section 5.7, were audited in accordance with the respective fiscal periods therein set forth; each standards of such balance sheets the PCAOB and statements contain an unqualified report of the Company’s auditors, and (including the related notesiv) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in Unaudited Company Financial Statements do not include all of the notes thereto) or the information contained in such notes as required by GAAP for complete financial statements and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawsubject to normal year-end adjustments.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies Longview a true and complete copy of (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet Group Companies as of December 31, 1997 being referred to 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended, (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2020 and the "Company related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the twelve-month period then ended, and (iii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2021 (the “Latest Balance Sheet"”), and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the three-month period then ended (clauses (i), (ii) and (iii), collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The balance sheets referred to in Each of the previous sentence Financial Statements (including the related notesnotes thereto) present (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (B) fairly presents, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofposition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company Group Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (period indicated therein, except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawotherwise specifically noted therein.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company Prior to the date of this Agreement, Buyer has previously delivered made available to Seller complete copies of: (i) the unaudited interim consolidated balance sheet of TVG Holdings as of September 30, 2023 (the “Buyer copies Latest Balance Sheet”) and the related unaudited consolidated statements of operations, comprehensive income (loss), changes in members’ equity and cash flows for the nine (9)-month period then ended; and (ii) the audited consolidated balance sheets sheet of the Company TVG Holdings as of December 31st for the fiscal years 1996 31, 2022 and 1997December 31, 2021 and the related audited consolidated statements of incomeoperations, comprehensive income (loss), changes in shareholders' members’ equity and cash flows for the fiscal years 1995then ended, 1996 including the related notes thereto (such financial statements and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets notes referred to in the previous sentence foregoing clauses (including i) and (ii), the related notes“Buyer Financial Statements”). (b) The Buyer Financial Statements (i) were prepared from the books and records of TVG Holdings and its Subsidiaries, (ii) present fairly fairly, in all material respects, the consolidated financial position of TVG Holdings and its Subsidiaries at the Company respective dates thereof and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company TVG Holdings and the Company its Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect theretocovered thereby; and each of such balance sheets and statements (including the related notesiii) has been were prepared in accordance with GAAP consistently applied during on a consistent basis throughout the periods involved covered thereby, except (except as indicated x) for the absence of notes and normal year-end adjustments in the notes theretocase of the unaudited interim financial statements, which adjustments shall not be, individually or in the aggregate, material. (c) and Since September 30, 2023 through the date hereof, none of Buyer, Upper Holdings, TVG Holdings nor, to Buyer’s Knowledge, any of their respective auditors, accountants or other Representatives has received written notice (or, to Buyer’s Knowledge, oral notice) of any material complaint, allegation or claim regarding the accounting practices, procedures, methodologies or methods of TVG Holdings or its Subsidiaries, including any complaint, allegation or claim that TVG Holdings or any of its Subsidiaries has engaged in fraudulent accounting practices. (d) No Equity Security of TVG Holdings or any of its Subsidiaries is registered or required to be registered under the Securities Act or the Exchange Act or is listed on any securities exchange. (e) TVG Holdings does not have any Liability of the type required to be set forth on a balance sheet prepared in accordance with GAAP, other than (i) any Liability disclosed, reflected or reserved for in the books and records of the Company and the Company SubsidiariesBuyer Latest Balance Sheet, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law.(ii) any Liability that has

Financial Statements; Undisclosed Liabilities. (a) The Schedule 3.09 contains --------------------------------------------- Company has previously delivered to Buyer ------------- true and complete copies of (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the fiscal years 1995ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1997 balance sheet shall be delivered on or before May 8, 1997), inclusiveadjusted to reflect distribution of the capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of operations for the three month periods ended March 31, in each case accompanied by the audit report of KPMG Peat Marwick LLP1996 and March 31, independent public accountants with respect to the Company 1997 which shall be delivered on or before May 8, 1997 (collectively, the balance sheets "Interim Statements" and, together with the Annual Statements and statements referred to above being referred to as the Pro Forma Statements, the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The December 31, 1996 balance sheets sheet referred to in clause (i) above is referred to herein as the previous sentence (including "1996 Balance Sheet." Each of the related notes) Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with GAAP and their normal accounting practices, consistent with past practice and with each other, and present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofcondition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the Company and the Company Subsidiaries dates indicated or for the respective fiscal periods therein set forth; each indicated, subject in the case of such the Interim Statements to normal year-end audit adjustments, which adjustments in the aggregate are not material. The adjustments made to the balance sheets sheet included in the Annual Statements and statements (including Interim Statements in the related notes) comply preparation of the Pro Forma Statements were reasonable in all material respects with applicable accounting requirements with respect theretorespects. Except as set forth on Schedule 3.09, there are no Liabilities of any ------------- Entertainment Company other than: (i) any Liability accrued as a Liability on the 1996 Balance Sheet; (ii) Liabilities specifically disclosed and identified as such in the schedules to this Agreement; (iii) Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and each (iv) Liabilities incurred since the date of such balance sheets and statements (including the related notes) has 1996 Balance Sheet that have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated incurred in the notes thereto) and in accordance with the books and records ordinary course of business of any of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable LawEntertainment Companies.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer True, complete and correct copies of the audited consolidated balance sheets sheet of Galaxy and its Subsidiaries as at December 31, 2013, as well as the Company audited consolidated balance sheet of Galaxy Brands, LLC and its Subsidiaries as of at May 13, 2013 and December 31st for the fiscal years 1996 and 199731, 2012, and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in shareholders' equity financial position of Galaxy and cash flows for the fiscal years 1995its Subsidiaries or Galaxy Brands, 1996 LLC and 1997its Subsidiaries, inclusiveas applicable, in each case together with all related notes and schedules thereto, accompanied by the audit report reports thereon of KPMG Peat Marwick LLP, Galaxy’s independent public accountants with respect to the Company auditors (collectively, the balance sheets and statements referred to above being collectively referred to as the "Company “Financial Statements" ”) and the audited unaudited consolidated balance sheet of Galaxy and its Subsidiaries as of December at March 31, 1997 being 2014 and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Galaxy and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the "Company Balance Sheet"“Interim Financial Statements”), are attached hereto as Section 3.6(a) of the Galaxy Disclosure Schedule. The balance sheets referred to Each of the Financial Statements and the Interim Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the previous sentence notes thereto and except in the case of the Interim Financial Statements for the absence of notes and other presentation items); and (including the related notesii) present fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofposition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of Galaxy and its Subsidiaries or Galaxy Brands, LLC and its Subsidiaries, as applicable, as at the Company respective dates thereof and the Company Subsidiaries for the respective fiscal periods indicated therein, except as otherwise noted therein set forth; each and subject, in the case of the Interim Financial Statements, to normal year-end adjustments that will not, individually or in the aggregate, be material. From May 13, 2013 until the date of this Agreement, there has been no material change in any accounting policies, principles, methods or practices, including any such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements change with respect thereto; and each to reserves (whether with respect to bad debts, contingent liabilities or otherwise), of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (Galaxy or its Subsidiaries, except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawrequired by GAAP.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company Parent has previously delivered or made available to Buyer accurate and complete copies of the Parent’s (i) audited consolidated balance sheets of the Company as of December 31st financial statements for the fiscal years 1996 ended December 31, 2014, 2013 and 19972012, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the unqualified audit report reports of KPMG Peat Marwick BKD LLP, independent public accountants registered accountants, with respect to the Company 2014 financial statements and Xxxxxxxx, Xxxxxx & Associates, P.C., independent registered accountants, with respect to the 2013 and 2013 financial statements (collectively, the balance sheets and statements referred to above being referred to as the "Company “Audited Financial Statements" ”), (ii) unaudited interim consolidated financial statements for the three months ended March 31, 2015 (the “Unaudited Financial Statements”) and (iii) the Consolidated Reports of Condition and Income of the Bank that were filed after March 31, 2012 (the “Call Reports” and collectively with the Audited Financial Statements and the audited consolidated balance sheet as of December 31Unaudited Financial Statement, 1997 being referred to as the "Company Balance Sheet"“Financial Statements”). The balance sheets referred to Each of the Audited Financial Statements fairly presents, in the previous sentence (including the related notes) present fairly all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofcondition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and changes in shareholders’ equity and cash flows of the Company Parent and the Company its consolidated Subsidiaries for the respective fiscal periods therein or as of the respective dates set forth; each of such balance sheets forth therein, and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been were prepared in accordance with GAAP consistently applied during the periods involved (GAAP, except as indicated in the notes thereto) and in accordance with the books and records may be noted therein. Each of the Company and the Company SubsidiariesUnaudited Financial Statements fairly presents, which books and records are complete and accurate in all material respects respects, the consolidated financial condition and have been maintained results of operations of the Parent and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein except as may be noted therein. Each of the Call Reports fairly presents, in all material respects respects, the financial condition and results of operations of the Bank for the respective periods or as of the respective dates set forth therein except as may be noted therein. True, correct and complete copies of the Financial Statements are set forth in accordance with Applicable LawDisclosure Schedule Section 3.09(a).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company Seller has previously delivered to Buyer copies the unaudited pro forma combined balance sheet as at March 31, 1997 of KRII and its Subsidiaries and KRIAG (the March 31, 1997 balance sheet being the "March 31 Balance Sheet") and the audited pro forma combined balance sheet of KRII and its Subsidiaries and KRIAG as at each of December 31, 1995 and 1996 and June 30, 1997 (the June 30, 1997 balance sheet including the notes thereto being the "Balance Sheet") and the audited pro forma combined income statement of KRII and its Subsidiaries and KRIAG for the years ended December 31, 1994, 1995 and 1996 and the six months ended June 30, 1997 (collectively, the "Financial Statements"), a copy of which is attached hereto as Exhibit B. Section 2.5(a) of the audited consolidated balance sheets Disclosure Letter sets forth a list of all adjustments to the Companies' and the Company as of December 31st for the fiscal years Subsidiaries' 1996 and 1997, and the related audited financial statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied that were requested by the audit report of KPMG Peat Marwick LLP, independent public accountants Ernst & Young or made by Ernst & Young with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company Companies and the Company Subsidiaries as of in connection with preparing the dates thereof, and the other 1996 audited consolidated financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations Seller's Parent, other than such adjustments which individually are less than $500,000 and cash flows all of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of which such balance sheets and statements (including the related notes) comply nondisclosed adjustments do not exceed $1,000,000. The Financial Statements are, in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and respects, in accordance with the books and records of regularly maintained with respect to the Company Companies and the Company SubsidiariesSubsidiaries (except as set forth in Section 1.4(a) of the Disclosure Letter) and present fairly, which books and records are complete and accurate in all material respects respects, the financial position of the Companies and have been maintained the Company Subsidiaries as at December 31, 1995 and 1996, March 31, 1997 and June 30, 1997 and the results of operations of the Companies and the Company Subsidiaries for the years ended December 31, 1994, 1995 and 1996 and the six months ended June 30, 1997 in all material respects conformity with United States generally accepted accounting principles consistently applied ("GAAP"), except with respect to the March 31 Balance Sheet only, (i) that the Financial Statements do not contain the disclosures required in accordance with Applicable Lawnotes to financial statements and (ii) as set forth in Section 1.4(a) of the Disclosure Letter.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer SCHEDULE 3.09 contains true and complete copies of (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the fiscal years 1995ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1997 balance sheet shall be delivered on or before May 8, 1997), inclusiveadjusted to reflect distribution of the capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of operations for the three month periods ended March 31, in each case accompanied by the audit report of KPMG Peat Marwick LLP1996 and March 31, independent public accountants with respect to the Company 1997 which shall be delivered on or before May 8, 1997 (collectively, the balance sheets "Interim Statements" and, together with the Annual Statements and statements referred to above being referred to as the Pro Forma Statements, the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The December 31, 1996 balance sheets sheet referred to in clause (i) above is referred to herein as the previous sentence (including "1996 Balance Sheet." Each of the related notes) Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with GAAP and their normal accounting practices, consistent with past practice and with each other, and present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofcondition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the Company and the Company Subsidiaries dates indicated or for the respective fiscal periods therein set forth; each indicated, subject in the case of such the Interim Statements to normal year-end audit adjustments, which adjustments in the aggregate are not material. The adjustments made to the balance sheets sheet included in the Annual Statements and statements (including Interim Statements in the related notes) comply preparation of the Pro Forma Statements were reasonable in all material respects with applicable accounting requirements with respect theretorespects. Except as set forth on SCHEDULE 3.09, there are no Liabilities of any Entertainment Company other than: (i) any Liability accrued as a Liability on the 1996 Balance Sheet; (ii) Liabilities specifically disclosed and identified as such in the schedules to this Agreement; (iii) Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and each (iv) Liabilities incurred since the date of such balance sheets and statements (including the related notes) has 1996 Balance Sheet that have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated incurred in the notes thereto) and in accordance with the books and records ordinary course of business of any of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable LawEntertainment Companies.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered furnished to Buyer copies of Purchaser the audited following financial statements (collectively, the "Financial Statements"): (i) the unaudited consolidated balance sheets of the Company sheet as of December 31st for September 30, 2015 of Sage Products Holdings III, LLC and its Subsidiaries (the fiscal years 1996 "Latest Balance Sheet," and 1997September 30, 2015, the "Reference Date") and the related audited statements of income, changes in shareholders' equity income and cash flows for the fiscal years 1995, 1996 9-month period then ended and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and ii) the audited consolidated balance sheet as of December 31, 1997 being referred to as 2014 (the "Company Latest Audited Balance Sheet")) and the related statements of income and cash flows for the 12-month period then ended of Sage Products Holdings III, LLC and its Subsidiaries. The balance sheets Financial Statements (A) are derived from and prepared in accordance with the books and records of Sage Products Holdings III, LLC and its Subsidiaries, (B) have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the financial condition and results of operations of Sage Products Holdings III, LLC and its Subsidiaries (taken as whole) as of the times and for the periods referred to therein, subject in the previous sentence case of the unaudited Financial Statements to (including x) the related notesabsence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments that are not material in amount or effect and (C) fairly present fairly in all material respects the consolidated financial position condition of the Company and the Company Subsidiaries Sage Products Holdings III, LLC as of the dates thereof, therein indicated and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of Sage Products Holdings III, LLC for the periods therein specified. There are no material assets of the Company other than the equity interests in Sage Products Holdings III, LLC, cash received in respect of the same, those typical of a holding company (including, but not limited to, prepaid taxes and deferred tax assets) and the assets of Sage Products Holdings III, LLC and its Subsidiaries, and as of the date hereof there are no Liabilities of the Company Subsidiaries for that would be required to be reflected or reserved against on an unconsolidated balance sheet of the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been Company prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records GAAP. None of the Company and the Company or its Subsidiaries, which books or their respective officers and records are complete independent auditors, have identified or been made aware of any complaint, allegation, deficiency, assertion or claim, whether written or oral, regarding the Financial Statements, or any balance sheets or statements of income and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawcash flows prepared after the Latest Balance Sheet.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer CPUH true and complete copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet its Subsidiaries as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including 2020 and December 31, 2021 and the related notes) present fairly the audited consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, draft consolidated balance sheet of the Company as of September 30, 2022 and the related unaudited consolidated statement of operations of the Company and its Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements period then ended (the “Unaudited Company Financial Statements” and, together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including the related notesnotes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements, (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, as applicable, the financial position, results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) in the case of the Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements of the AICPA and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in Unaudited Company Financial Statements do not include all of the notes thereto) or the information contained in such notes as required by GAAP for complete financial statements and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawsubject to normal year-end adjustments.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer Schedule 3.09 contains true and complete copies of (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the fiscal years 1995ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1997 balance sheet shall be delivered on or before May 8, 1997), inclusiveadjusted to reflect distribution of the capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of operations for the three month periods ended March 31, in each case accompanied by the audit report of KPMG Peat Marwick LLP1996 and March 31, independent public accountants with respect to the Company 1997 which shall be delivered on or before May 8, 1997 (collectively, the balance sheets "Interim Statements" and, together with the Annual Statements and statements referred to above being referred to as the Pro Forma Statements, the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The December 31, 1996 balance sheets sheet referred to in clause (i) above is referred to herein as the previous sentence (including "1996 Balance Sheet." Each of the related notes) Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with GAAP and their normal accounting practices, consistent with past practice and with each other, and present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofcondition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the Company and the Company Subsidiaries dates indicated or for the respective fiscal periods therein set forth; each indicated, subject in the case of such the Interim Statements to normal year-end audit adjustments, which adjustments in the aggregate are not material. The adjustments made to the balance sheets sheet included in the Annual Statements and statements (including Interim Statements in the related notes) comply preparation of the Pro Forma Statements were reasonable in all material respects with applicable accounting requirements with respect theretorespects. Except as set forth on Schedule 3.09, there are no Liabilities of any Entertainment Company other than: (i) any Liability accrued as a Liability on the 1996 Balance Sheet; (ii) Liabilities specifically disclosed and identified as such in the schedules to this Agreement; (iii) Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and each (iv) Liabilities incurred since the date of such balance sheets and statements (including the related notes) has 1996 Balance Sheet that have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated incurred in the notes thereto) and in accordance with the books and records ordinary course of business of any of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable LawEntertainment Companies.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Included in Section 3.7(a) of the Company has previously delivered to Buyer Disclosure Schedule are the true and complete copies of the (i) annual audited consolidated financial statements consisting of (A) the annual audited consolidated balance sheets of the Company Group as of December 31st for 31, 2012 (the fiscal years 1996 “Most Recent Audited Financial Statements Date”) and 1997December 31, 2011, and the related audited annual consolidated statements of incomeincome and cash flows for each of the fiscal years then ended (including in each case the notes or other supplementary information thereto) (collectively, changes in shareholders' equity the “Audited Financial Statements”) and (ii)(A) the unaudited consolidated balance sheet of the Company (the “Balance Sheet”) as of March 31, 2013 (such date, the “Balance Sheet Date”) and (B) the related unaudited and consolidated statements of income and cash flows for the fiscal years 1995three month period then ended (the “Unaudited Financial Statements,” and together with the Audited Financial Statements, 1996 the “Financial Statements”). All of the Financial Statements (x) have been prepared from and 1997are consistent and in accordance with the books and records of the Company Group (which are in turn accurate and complete in all material respects), inclusive, (y) have been prepared in each case accompanied accordance with GAAP applied by the audit report of KPMG Peat Marwick LLPCompany on a consistent basis throughout the periods covered; provided, independent public accountants with respect however, that the Balance Sheet is subject to the Company normal and recurring year-end adjustments (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to which adjustments will not be material individually or in the previous sentence aggregate), and (including the related notesz) fairly present fairly in all material respects the consolidated financial position condition of the Company and the Company Subsidiaries Group as of the respective dates thereof, therein indicated and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries Group for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawspecified.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company Phillips has previously delivered made available to Buyer copies Duke true, correct and compxxxx xxxies of (i) the audited consolidated balance sheets of the Company PGC and its Subsidiaries as of December 31st for the fiscal years 1996 31, 1998 and 1997, 1997 and the related audited consolidated statements of income, changes in shareholders' equity income and cash flows for the fiscal years 1995periods then ended and (ii) the unaudited proforma combined balance sheet of the PGC Subsidiaries (exclusive of income taxes and with proforma adjustments to eliminate intercompany borrowings) as of September 30, 1996 1999 (the "PGC SEPTEMBER 30 BALANCE SHEET"), a copy of which is attached as Schedule 4.5 of the Phillips Disclosure Schedule, and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants related unaudited combined statxxxxx xx income for the nine-month period then ended (together with respect to the Company (collectivelyPGC September 30 Balance Sheet, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance SheetPGC SEPTEMBER 30 FINANCIAL STATEMENTS"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a4.5 fairly present (except that, in the case of the PGC September 30 Financial Statements, such financial statements are incomplete in that they do not include footnotes and do include proforma adjustments as described above, and subject, in the case of the PGC September 30 Financial Statements, to recurring audit adjustments, none of which either individually or in the aggregate is material) present fairly the results of the consolidated results of (or combined) operations and cash flows consolidated (or combined) financial positions of PGC and its Subsidiaries or the Company and PGC Subsidiaries (as adjusted in the Company Subsidiaries manner described above relating to the PGC September 30 Financial Statements), as the case may be, for the respective fiscal periods or as of the respective dates therein set forth; each . Each of such balance sheets and statements (including the related notes) comply described in all material respects this Section 4.5 complies with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP (except that, in the case of the PGC September 30 Financial Statements, such statements are incomplete in that they do not include footnotes and do include proforma adjustments as described above) consistently applied during the periods involved involved. The PGC Subsidiaries do not have any liabilities required by GAAP to be set forth on a consolidated balance sheet of the PGC Subsidiaries, except (except i) as indicated set forth on the PGC September 30 Balance Sheet, and (ii) for liabilities incurred in the notes thereto) ordinary course of business since September 30, 1999 and in accordance with which would not have a Material Adverse Effect on the books and records of the Company and the Company PGC Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law.

Financial Statements; Undisclosed Liabilities. (ai) The --------------------------------------------- Company has previously delivered to Buyer copies of Attached hereto as Schedule 4(f)(i) are the audited consolidated balance sheets following financial statements of the Company or the Predecessor, as of December 31st the case may be: (A) for the Predecessor, the U.S. Income Tax Return for an S Corporation for the fiscal years 1996 ended December 31, 2017 and 1997December 31, 2018, which include the unaudited Schedule K Shareholders’ Pro Rata Share Items, including a statement of ordinary business income, and Schedule L balance sheet per books, and (B) for the related audited Company, the unaudited balance sheet and statements of income, changes in shareholders' equity members’ equity, and cash flows as of and for the fiscal year ended December 31, 2019 (collectively, the “Year-End Financial Statements”) (December 31, 2019, the “Most Recent Balance Sheet Date”, such balance sheet, the “Most Recent Balance Sheet”, and such balance sheet and the statements of income, changes in members’ equity, and cash flows for the fiscal years 1995year ended December 31, 1996 and 19972019, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company “Most Recent Financial Statements" and ” and, together with the audited consolidated balance sheet as of December 31Year-End Financial Statements, 1997 being referred to as collectively, the "Company Balance Sheet"“Financial Statements”). The balance sheets referred to in the previous sentence Financial Statements (including the related notesnotes thereto, as applicable) present fairly the consolidated financial position of the Company are complete and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply correct in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has respects, have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) accordance, and in accordance are consistent, with the books and records of the Company and the Company Subsidiaries, (which books and records are complete and accurate correct in all material respects), and fairly and accurately present in all material respects the financial condition, results of operations, cash flows, and have been maintained changes in financial position of the Company as of such dates and for such periods, in the case of the Most Recent Financial Statements in accordance with generally accepted accounting principles as in effect in the United States (as in effect as of the date the Most Recent Financial Statements were prepared, applied on a consistent (in all material respects respects) basis throughout the Financial Statements, except that the Predecessor Financial Statements were prepared on a cash basis for a subchapter S corporation, provided that the Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes (none of which adjustments or footnotes are or would be material in accordance with Applicable Lawthe aggregate) and other presentation items.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company Holdings has previously delivered to Buyer copies of Purchaser the following financial statements (the “Financial Statements”): (i) an audited consolidated balance sheets sheet of the Company Entities as of December 31st for the fiscal years 1996 28, 2003 and 1997January 2, 2005, and the related audited statements of income, changes in shareholders' stockholders’ equity and cash flows flow for the fiscal years 1995year then ended, 1996 and 1997, inclusive, in each case accompanied by together with the audit report thereon of KPMG Peat Marwick Ernst & Young LLP, Holdings’ independent certified public accountants with respect to (including the Company notes thereto) (collectively, the balance sheets and statements referred to above being referred to as the "Company “Audited Financial Statements" and the audited ”), (ii) an unaudited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries Entities as of the dates thereofNovember 27, 2005 and the other financial related unaudited consolidated statements referred to of income, changes in this Section 4.4(a) present fairly the consolidated results of operations stockholders’ equity and cash flows of the Company Entities (the “Interim Reports”) for the eleven-month period then ended (the “Interim Report Date”) and (iii) an unaudited consolidated balance sheet of the Company Subsidiaries Entities as of January 1, 2006 and related unaudited consolidated statements of income, changes in stockholders’ equity and cash flows of the Company Entities for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply year then ended. The Financial Statements present fairly in all material respects with applicable accounting requirements with respect thereto; the financial condition and each the results of operations, changes in stockholders’ equity and cash flow of the Company Entities as at the respective dates of, and for the periods referred to in, such balance sheets and statements (including the related notes) has Financial Statements, all of which have been prepared in accordance with GAAP (except as set forth on Schedule 4.5(a)(i) with respect to the Interim Reports), applied consistently applied during through the periods involved (except as indicated in the notes thereto) and in accordance with have been derived from the books and records of the Company Entities. When delivered, the Fiscal 2005 Audited Financial Statements and the Company Subsidiaries, which books and records are complete and accurate Interim 2006 Financials will present fairly in all material respects the financial condition and the results of operations, changes in stockholders’ equity and cash flow of the Company Entities as at the date of, and for the period referred to in, such Fiscal 2005 Audited Financial Statements and the Interim 2006 Financial Statements, all of which will have been prepared in accordance with GAAP (except as set forth on Schedule 4.5(a)(i) with respect to the Interim Reports), applied consistently with the Audited Financial Statements and have been maintained in all material respects in accordance with Applicable Lawderived from the books and records of the Company Entities. Schedule 4.5(a)(ii) sets forth a description of certain accounting policies and practices of the Company Entities, including without limitation, trade promotions, slotting allowances and consumer marketing.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer DYNS true and complete copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet its Subsidiaries as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including 2019 and December 31, 2020 and the related notes) present fairly the audited consolidated financial position statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit and cash flows of the Company and the Company its Subsidiaries as for each of the dates thereofyears then ended (collectively, the “Audited Company Financial Statements”), and the other unaudited, draft consolidated balance sheets of the Company as of September 30, 2021 and the related unaudited consolidated statements of operations of the Company and its Subsidiaries for the period then ended (the “Unaudited Company Financial Statements” and, together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements referred to statements, (i) were prepared in this Section 4.4(aaccordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) present fairly present, in all material respects, as applicable, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the Company Subsidiaries date thereof and for the respective fiscal periods therein set forth; each period indicated therein, except as otherwise specifically noted therein, (iii) in the case of such balance sheets the Audited Company Financial Statements and statements the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors, and (including the related notesiv) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in Unaudited Company Financial Statements do not include all of the notes thereto) or the information contained in such notes as required by GAAP for complete financial statements and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawsubject to normal year-end adjustments.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer Parent true, correct and complete copies of (i) the audited consolidated balance sheets of the Company Behavioral Holding Corp. and its subsidiaries as of December 31st for the fiscal years 1996 June 30, 2008, 2009 and 1997, 2010 and the related audited statements of incomeoperations, changes in shareholders' stockholders’ equity and cash flows for the fiscal years 1995then ended, 1996 together with the appropriate notes to such financial statements and 1997the report thereon of PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of Behavioral Holding Corp. and its Subsidiaries as of November 30, inclusive2010 (the “Balance Sheet” and the date of the Balance Sheet, in each case accompanied by the audit report “Balance Sheet Date”) and the related statements of KPMG Peat Marwick LLP, independent public accountants with respect to operations and cash flows for the Company five (5) months then ended (collectively, the “Financial Statements”). Except as set forth therein or in the notes thereto, such balance sheets and statements referred to above being referred to as the "Company Financial Statements" of income and the audited consolidated balance sheet as of December 31cash flow, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to have been prepared in the previous sentence (including the related notes) conformity with GAAP consistently applied, and fairly present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows flow of the Company Behavioral Holding Corp. and the Company Subsidiaries its subsidiaries as of their respective dates and for the respective fiscal periods therein set forth; each covered thereby, subject, in the case of such balance sheets the Balance Sheet and statements (including the related notes) comply in all material respects with applicable unaudited statements of income and cash flows, to customary year end and audit adjustments of a normal, recurring type and the absence of footnote disclosure. The Financial Statements have been derived from the accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company Behavioral Holding Corp. and its subsidiaries, represent only bona fide transactions and reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than Behavioral Holding Corp. and the Company Subsidiaries, which books and records other Subsidiaries are complete and accurate required by GAAP to be included in all material respects and have been maintained in all material respects in accordance with Applicable Lawany of the Financial Statements.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer Parent copies of (i) the unaudited consolidated balance sheet, as of March 31, 2006 of the Company (the “Latest Balance Sheet”) and the unaudited consolidated statements of income and cash flows of the Company for the three-month period ended March 31, 2006 (such statements of income and cash flows and the Latest Balance Sheet being herein referred to as the “Latest Financial Statements”), (ii) the audited consolidated balance sheets sheet, as of December 31, 2003, of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited consolidated statements of income, changes in shareholders' equity income and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company for each of the year ended December 31, 2003 (collectively, the balance sheets and statements referred to above being referred to as the "Company “Audited Annual Financial Statements" ”), and (iii) the audited unaudited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position 2004 and 2005 of the Company and the Company Subsidiaries as unaudited consolidated statements of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations income and cash flows of the Company for the years ended December 31, 2004 and 2005 (collectively, the “Unaudited Annual Financial Statements” and together with the Audited Annual Financial Statements, the “Annual Financial Statements”). The Latest Financial Statements and the Company Subsidiaries for Annual Financial Statements are based upon the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply information contained in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and fairly present the financial condition of the Company Subsidiariesas of the dates thereof and results of operations for the periods referred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, consistently applied. The Latest Financial Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which books are required for compliance with GAAP), consistently with the Annual Financial Statements, and records reflect all adjustments necessary to a fair statement of the financial condition and results of operations for the interim periods presented. The Company’s internal controls and procedures are complete sufficient to ensure, and have in fact ensured, that the Latest Financial Statements, the Annual Financial Statements and the Closing Balance Sheet are accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawrespects.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies Tailwind a true and complete copy of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and i) the audited consolidated balance sheet of the Group Companies as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the 2019 and related notes) present fairly the audited consolidated financial position statements of the Company and the Company Subsidiaries as of the dates thereofoperations, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations stockholders’ equity and cash flows of the Company Group Companies for the fiscal year then ended (the “2019 Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Group Companies as of December 31, 2020 (the “Latest Balance Sheet”) and the Company Subsidiaries related unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Group Companies for the respective fiscal periods therein set forth; each year then ended (the “2020 Unaudited Financial Statements”, and together with the 2019 Audited Financial Statements, collectively, the “Company Signing Financial Statements”), which are attached as Section 3.4(a) of such balance sheets and statements the Company Disclosure Schedules. The Company Signing Financial Statements (including the related notesnotes thereto) (A) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of the 2019 Audited Financial Statements, as may be specifically indicated in the notes thereto and subject, in the case of the 2020 Unaudited Financial Statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the absence of notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations, stockholders’ equity and cash flows of the Group Companies as at the date thereof and for the period indicated therein (subject, in the case of the 2020 Unaudited Financial Statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material)) and (C) with respect to the 2019 Audited Financial Statements only, (x) were audited in accordance with the standards of the AICPA and contain an unqualified report of the Company’s auditors and (y) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the date of this Agreement (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except Regulation S-X or Regulation S-K, as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawapplicable).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies Longview a true and complete copy of (i) the audited consolidated balance sheets of the Company Group Companies as of December 31st for the fiscal years 1996 31, 2018 and 1997December 31, 2019, and the related audited consolidated statements of incomeoperations and comprehensive loss, changes in shareholders' equity convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended, (ii) the unaudited consolidated balance sheets of the Group Companies as of June 30, 2020, and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the fiscal years 1995nine-month period then ended, 1996 and 1997, inclusive, in each case accompanied by (iii) the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the unaudited consolidated balance sheets and statements referred to above being referred to as of the "Company Financial Statements" and the audited consolidated balance sheet Group Companies as of December 31, 1997 being referred to 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended and (iv) the unaudited consolidated balance sheets of the Group Companies as of September 30, 2020 (the "Company “Latest Balance Sheet"”), and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the nine-month period then ended (clauses (i), (ii), (iii) and (iv) are collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The balance sheets referred to in Each of the previous sentence Financial Statements (including the related notesnotes thereto) present (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofposition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company Group Companies as at the date thereof and the Company Subsidiaries for the respective fiscal periods therein set forth; each period indicated therein, except as otherwise specifically noted therein, and (C) in the case of such balance sheets the Financial Statements included in clauses (iii) and statements (including iv) only, were prepared in accordance with the related notes) standards of the PCAOB, and comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the respective dates thereof (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except Regulation S-X or Regulation S-K, as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawapplicable).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company Medley has previously delivered provided to Buyer accurate and complete copies of the audited Acquired Companies’ (i) consolidated unaudited balance sheets of the Company sheet as of December 31st June 30, 2020, consolidated income statement for the nine-month period ended June 30, 2020, and schedule of investments as of June 30, 2020 (the “ Interim Financial Statements ”) and (ii) schedule of investments and consolidated audited balance sheet as of and income statement for the fiscal years 1996 and 1997year ended September 30, and 2019. Except as set forth in Section 4.5 of the related audited Seller Disclosure Schedule, each of the foregoing financial statements of income(including in all cases the notes thereto, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company if any) (collectively, the balance sheets and statements referred to above being referred to as the "Company “ Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence Statements ”) (including the related notesi) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company Acquired Companies (which are accurate and the Company Subsidiariescomplete in all material respects), which books and records are complete and accurate (ii) fairly present in all material respects the Acquired Companies’ consolidated results of operations, cash flows, changes in members’ equity and consolidated financial position of the Acquired Companies for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), and (iii) have been maintained in all material respects prepared in accordance with GAAP. The Acquired Companies maintain, and have maintained for all periods reflected in the Financial Statements, proper and adequate internal accounting controls that provide assurance that (x) transactions are recorded as necessary to permit accurate preparation of its Financial Statements and to maintain accurate accountability for its assets; (y) the reporting of its assets is compared with existing assets at regular intervals; and (z) accounts, notes and other receivables and payables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. None of the Sellers, Acquired Companies or to Medley’s Knowledge, any Representative of an Acquired Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of an Acquired Company or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that an Acquired Company has engaged in questionable accounting or auditing practices. No independent public accountant of a Seller or an Acquired Company has resigned (or informed such party that it intends to resign) or been dismissed as independent public accountants of a Seller or an Acquired Company as a result of or in connection with any disagreements with either Seller or an Acquired Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) No Acquired Company has any Liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (i) those Liabilities reflected or reserved against (in accordance with GAAP) in the Interim Financial Statements, (ii) Liabilities incurred in a commercially reasonable manner, and in the ordinary course of business consistent with past practice, since the date of the Interim Financial Statements, which are not, individually or in the aggregate, in excess of $250,000, none of which results from, arises out of, or relates to any breach or violation of, or default under, a Contract or Applicable Law.Law and (iii) those funding obligations set forth in Section 4.9(a) of the Seller Disclosure Schedule. Notwithstanding the foregoing, no Acquired Company (i) has any Liability to any Person with respect to any management fee or other accrued expense; (ii) is a party to any Contract that will be in effect immediately following the Closing, other than the Company Loan Documents, the Equity Governing Documents, and the Transaction Documents to which the Company is a party; 13

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer copies SOAC a true and complete copy of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and i) the audited consolidated balance sheet of the Group Companies as of December 31, 1997 being referred to 2018 and December 31, 2019 and the related audited consolidated statements of loss and comprehensive loss, cash flows and changes of equity of the Group Companies for the years then ended, together with the auditor’s reports thereon (the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Group Companies as of December 31, 2020 and the "Company related unaudited consolidated statements of loss and comprehensive loss, cash flows and changes of equity for the year ended December 31, 2020 (such December 31, 2020 balance sheet of the Group Companies, the “Latest Balance Sheet"”) (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), which are attached as Section 3.4(a) of the Company Disclosure Schedules. The balance sheets referred to in the previous sentence Audited Financial Statements (including the related notesnotes thereto) present (A) were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), and (B) fairly presents, in all material respects, the consolidated financial position position, results of operations, cash flows and changes of equity of the Company Group Companies as at the date thereof and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements period indicated therein. The Interim Financial Statements (including the related notesnotes thereto) (A) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be specifically indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations, cash flows and changes of equity of the Group Companies as at the date thereof and for the period indicated therein and (C) comply in all material respects with the applicable accounting requirements and with respect thereto; the rules and each regulations of such balance sheets the SEC, the Exchange Act and statements the Securities Act in effect as of the date of the Agreement (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except Regulation S-X or Regulation S-K, as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawapplicable).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer copies Section 3.8 of the audited consolidated balance sheets of Seller Disclosure Schedule sets forth (i) the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated unaudited condensed combined balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of March 31, 2007 (the dates thereof“Balance Sheet”), and the other financial unaudited condensed combined statements referred to in this Section 4.4(a) present fairly the consolidated results of operations income and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each period ended March 31, 2007, together with the notes to such financial statements, (ii) the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2006, 2005 and 2004, and the audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the years then ended, together with the notes to such financial statements (collectively, the “2006 Audited Financial Statements”) and the report on such audited information of KGS LLP and all letters of such auditors with respect to the results of such audit, (iii) the unaudited combining balance sheet of the Company and the Company Subsidiaries as of March 31, 2007, and the unaudited combining statements of income and cash flows of the Company and the Company Subsidiaries for the period ended March 31, 2007, and (iv) the unaudited combining balance sheets of the Company and the Company Subsidiaries as of December 31, 2006, 2005 and 2004, and the unaudited combining statements of income and cash flows of the Company and the Company Subsidiaries for the years then ended (including the related notesfinancial statements described in clauses (i), (ii), (iii) comply in all material respects and (iv) above, together with applicable accounting requirements with respect thereto; and each of the notes to such balance sheets and statements (including financial statements, collectively, the related notes) has “Financial Statements”). The Financial Statements have been prepared in accordance conformity with GAAP consistently applied during the periods involved (except in each case as indicated described in the notes thereto) and on that basis fairly present (subject, in accordance with the books case of the unaudited statements, to the absence of notes that would be required by GAAP and records to normal, recurring year-end audit adjustments) the consolidated financial condition and results of operations of the Company and the Company Subsidiaries, which books Subsidiaries as of the respective dates thereof and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawfor the respective periods indicated.

Financial Statements; Undisclosed Liabilities. The books of account and related records of Xxxxx’x Seller fairly reflect in all material respects Xxxxx’x Seller’s assets, Liabilities and transactions in accordance with GAAP. Schedule 3.6(a) sets forth the following financial statements (athe “Financial Statements”): (x) The --------------------------------------------- Company has previously delivered to Buyer copies the balance sheet of the audited consolidated balance sheets of the Company Xxxxx’x Seller as of December 31st for the fiscal years 1996 31, 2017 and 1997December 31, 2018 and the related audited statements of income, changes in shareholders' income and stockholder’s equity and cash flows for the fiscal years 1995ended December 31, 1996 2017 and 1997December 31, inclusive2018, in each case accompanied by and (y) the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited unaudited consolidated balance sheet of Xxxxx’x Seller (the “Interim Balance Sheet”) as of December 31, 1997 being referred to as 2019 (the "Company “Interim Balance Sheet Date”), and the related statements of income for the 12-month period ended on the Interim Balance Sheet Date (together with the Interim Balance Sheet", the “Interim Financial Statements”). The balance sheets referred to Financial Statements fairly present, in all material respects, the previous sentence (including the related notes) present fairly the consolidated financial position of the Company Xxxxx’x Seller and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of its operations and cash flows as of the Company respective dates and the Company Subsidiaries for the respective fiscal periods indicated therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has have been prepared in accordance with GAAP, except that the Interim Financial Statements may not contain all footnotes in accordance with GAAP consistently applied during the periods involved (except as indicated and are subject to normal year-end adjustments, none of which are expected be material in the notes thereto) amount or nature. The Financial Statements have been prepared from and are in accordance with the books and records of Xxxxx’x Seller. None of the Company Seller Parties has any Liabilities, except (a) to the extent reflected as a Liability on the Interim Balance Sheet, (b) Liabilities incurred in the Ordinary Course of Business after the Interim Balance Sheet Date (none of which results from, arises out of, or relates to any material breach or violation of, or default under, a contractual obligation or requirement of Law), and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law(c) Liabilities disclosed on Schedule 3.6(b).

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer copies Financial Statements Schedule consists of the following financial statements (the “Financial Statements”): (i) the Company’s unaudited consolidated balance sheet as of May 31, 2012 and the related statements of income and cash flows for the two-month period then ended, (ii) the Company’s audited consolidated balance sheet as of March 31, 2012 and the related statement of income and cash flows for the fiscal year then ended and (iii) the Company’s audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 March 31, 2010 and 1997March 31, 2011 and the related audited statements of income, changes in shareholders' equity income and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet")then ended. The balance sheets referred to Financial Statements have been based upon the information contained in the previous sentence (including Company’s and its Subsidiaries’ books and records, have been prepared in accordance with GAAP, consistently applied throughout the related notes) periods indicated, and present fairly in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofcondition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments. (b) There are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities provided for in the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated 2012 Balance Sheet or disclosed in the notes thereto; (ii) liabilities incurred in the ordinary course of business since the date of the 2012 Balance Sheet; and (iii) other undisclosed liabilities which, individually or in accordance with the books and records of aggregate, are not material to the Company and the Company its Subsidiaries, taken as a whole (and excluding obligations under contracts set forth on the Material Contracts Schedule or under other contracts and commitments entered into in the ordinary course of business which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law.not required to be disclosed thereon due to specified dollar thresholds or other limitations (but not liabilities for breaches thereof)). 4.06

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer Disclosure Letter sets forth true and complete copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and i) the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of September 30, 2005 (the dates thereof, “Balance Sheet”) and the related audited consolidated statements of income and cash flow of the Company and the Company Subsidiaries for the fiscal year ended on such date, together with the notes thereto (the “2005 Company Financial Statements”), (ii) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2004 and the related audited consolidated statements of income and cash flow of the Company and the Company Subsidiaries for the fiscal year ended on such date, together with the notes thereto (the “2004 Company Financial Statements” and, together with the 2005 Company Financial Statements, the “Annual Financial Statements”) and (iii) unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2006 and the related consolidated statements of income and cash flow of the Company and the Company Subsidiaries for the nine-month period ending on such date (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Company Financial Statements”). The Company Financial Statements (i) were prepared in accordance with the books of account and other financial statements referred records of the Company and the Company Subsidiaries and (ii) have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) consistently applied (except in each case as described in the notes thereto and, in the case of the Interim Financial Statements, subject to normal year-end adjustments and the absence of footnotes). The Company Financial Statements fairly present in this Section 4.4(a) present fairly all material respects the consolidated financial condition, results of operations and cash flows of the Company and the Company Subsidiaries as of the respective dates thereof and for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawindicated.

Financial Statements; Undisclosed Liabilities. Section 4.07 of the Seller Disclosure Schedule sets forth (a) The --------------------------------------------- Company has previously delivered to Buyer copies of the audited consolidated balance sheets of the Company as of December 31st for June 30, 2011 (the fiscal years 1996 “Balance Sheet”) and 1997June 30, 2010, and the related audited consolidated statements of income, changes in shareholders' equity operations and audited consolidated statements of cash flows of the Company for the fiscal years 1995ended June 30, 1996 2011 and 1997June 30, inclusive2010, together with the notes to such financial statements, and (b) the unaudited balance sheet trial balance of the Company as of June 30, 2012 (the “Reference Balance Sheet”), and the unaudited statement of profit and loss trial balance of the Company for the twelve months ended June 30, 2012, together with the notes to such financial statements (the financial statements described in clauses (a) and (b) above, together with the notes to such financial statements, collectively, the “Financial Statements”). The Financial Statements have been prepared in conformity with the Seller Accounting Policies consistently applied (except in each case accompanied by as described in the audit report notes thereto), but have not been prepared in accordance with GAAP, and do not include allocations for corporate overhead or other costs or inter-company revenue items, and taking into account all of KPMG Peat Marwick LLPthe foregoing qualifications, independent public accountants with respect on that basis present in all material respects the consolidated financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods indicated. Except for matters, and only to the extent, reflected or reserved against in the Financial Statements, neither the Company nor any of the Company Subsidiaries has any liabilities (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (collectivelyincluding the notes thereto), the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31except liabilities that (A) were incurred since June 30, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to 2011 in the previous sentence ordinary course of business, (including B) are incurred in connection with the related notestransactions contemplated by this Agreement or (C) present fairly would not, individually or in the consolidated financial position aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and will have been maintained in all material respects in accordance with Applicable Lawno outstanding Indebtedness.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously Members have delivered to Buyer correct and complete copies of (i) the audited consolidated balance sheets of the Company Acquired Companies as of December 31st for the fiscal years 1996 and 199731, 2020, and the related audited statements of income, cash flows and changes in shareholders' all members’ equity of the Acquired Companies for the years then ended, together with the related notes thereto (the “Year-End Financial Statements”), and (ii) the unaudited balance sheet of the Acquired Companies as of December 31, 2020, and related statements of income, and changes in members’ equity of the Acquired Companies for the two (2) month period then ended (the “Interim Financial Statements”, and together with the Year-End Financial Statements, the “Financial Statements”, and the most recent Financial Statements referred to herein as the “Most Recent Financial Statements”). The Financial Statements have been prepared and applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Year-End Financial Statements). The Financial Statements fairly present the Acquired Companies’ financial position as of the dates indicated and their operating results and cash flows for the fiscal years 1995period indicated. The Acquired Companies have no Liabilities of the type required to be reflected on a balance sheet prepared in accordance with GAAP, 1996 and 1997, inclusive, except (a) those which are adequately reflected or reserved against in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31the Most Recent Financial Statements, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to and (b) those Current Liabilities which have been incurred in the previous sentence Ordinary Course consistent with past practice since the Most Recent Financial Statements and (including the related notesc) present fairly the consolidated financial position those Permitted Encumbrances described reflected in 4.9 of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Lawdisclosure schedule.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer True and complete copies of the audited consolidated balance sheets of the Company STX and its Subsidiaries as of December 31st for the fiscal years 1996 at September 30, 2019, September 30, 2018 and 1997September 30, 2017, and the related audited consolidated statements of incomeoperations, changes in shareholders' stockholders’ equity or deficit and cash flows for the fiscal years 1995of STX and its Subsidiaries, 1996 together with all related notes and 1997schedules thereto, inclusive, in each case accompanied by the audit report reports thereon of KPMG Peat Marwick LLP, STX’s respective independent public accountants with respect to the Company auditors (collectively, the balance sheets and statements referred to above being collectively referred to as the "Company “STX Financial Statements" ”) and the audited unaudited consolidated balance sheet sheets of STX and its Subsidiaries as of at December 31, 1997 being 2019, and the related consolidated statements of operations, stockholders’ equity or deficit and cash flows of STX and its Subsidiaries, together with all related notes and schedules thereto (collectively referred to as the "Company Balance Sheet"“STX Interim Financial Statements”). The balance sheets referred to in the previous sentence (including the related notes, are attached hereto as Section 3.6(a) present fairly the consolidated financial position of the Company STX Disclosure Letter. Each of the STX Financial Statements and the Company Subsidiaries as of the dates thereof, STX Interim Financial Statements (i) are correct and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply complete in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of STX and its Subsidiaries; (ii) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the Company periods indicated (except as may be indicated in the notes thereto); and the Company Subsidiaries(iii) fairly present, which books and records are complete and accurate in all material respects respects, the consolidated financial position, results of operations and have been maintained cash flows of STX and its Subsidiaries, taken as a whole, as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in all material respects the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in accordance with Applicable Lawthe aggregate, be material.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer Schedule 3.09 contains true and complete copies of (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the fiscal years 1995ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and 1997March 31, inclusive1997 (which March 31, in each case accompanied by 1977 balance sheet shall be delivered on or before May 14, 1997)(1), adjusted to reflect distribution of the audit report capital stock of KPMG Peat Marwick LLPLandmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of operations for the three month periods ended March 31, independent public accountants with respect to the Company 1996 and March 31, 1997 which shall be delivered on or before May __, 1997 (collectively, the balance sheets "Interim Statements" and, together with the Annual Statements and statements referred to above being referred to as the Pro Forma Statements, the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The December 31, 1996 balance sheets sheet referred to in clause (i) above is referred to herein as the previous sentence (including "1996 Balance Sheet." Each of the related notes) Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with GAAP and their normal accounting practices, consistent with past practice and with each other, and present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofcondition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of Orion and its Subsidiaries as of the Company and the Company Subsidiaries dates indicated or for the respective fiscal periods therein set forth; each indicated, subject in the case of such the Interim Statements to normal year-end audit adjustments, which adjustments in the aggregate are not material. The adjustments made to the balance sheets and statements (including sheet included in the related notes) comply Annual Statement in the preparation of the Pro Forma Statements were reasonable in all material respects with applicable accounting requirements with respect theretorespects. Except as set forth on Schedule 3.09, there are no Liabilities of any Entertainment Company other than: (i) any Liability accrued as a Liability on the 1996 Balance Sheet; (ii) Liabilities specifically disclosed and identified as such in the schedules to this Agreement; (iii) Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and each (iv) Liabilities incurred since the date of such balance sheets and statements (including the related notes) has 1996 Balance Sheet that have been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated incurred in the notes thereto) and in accordance with the books and records ordinary course of business of any of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable LawEntertainment Companies.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer SLAM a true and complete copies of (i) the audited consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2022 and December 31, 2021, consisting of the audited consolidated balance sheets as of such dates, the related audited consolidated statement of operations, comprehensive loss, cash flows and members’ capital for the 12-month periods ended on such dates, together with all related notes and schedules thereto, accompanies by the reports thereon of the Company’s independent advisors (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company as of December 31st for September 30, 2023 (the fiscal years 1996 and 1997“Unaudited Balance Sheet”), and consisting of the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited unaudited consolidated balance sheet as of December 31such date, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly unaudited consolidated income statements for the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofnine-month period ended on such date, and the other related unaudited consolidated cash flow statements for the nine-month period ended on such date (the “Unaudited Financial Statements” and, together with all financial statements referred to in this Section 4.4(a3.7(a), collectively, the “Required Company Financial Statements”), each of which are attached as Section 3.7(a) present of the Company Disclosure Schedules. Each of the Financial Statements (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the absence of footnotes or the inclusion of limited footnotes and other presentation items and normal year-end audit adjustments), (B) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as at the date thereof and the Company Subsidiaries for the respective fiscal periods period indicated therein, except as otherwise specifically noted therein set forth; each of such balance sheets and statements (including the related notesC) comply was derived from, and accurately reflect in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with respects, the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable LawCompany.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Attached as Schedule 5.3 hereto are the following financial statements of the Company has previously delivered to Buyer copies of and its Subsidiaries (the “Financial Statements”): (i) the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 31, 2002 and 19972003, and the related audited consolidated statements of income, changes in shareholders' stockholders’ equity and cash flows for the fiscal years 1995then ended, 1996 together with all related footnotes and 1997Schedules thereto and the auditor’s report, inclusive, in each case accompanied by (ii) the audit report unaudited consolidated balance sheets of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to 2004, and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for the year then ended (the “2004 Financial Statements”), (iii) the unaudited consolidated balance sheet of the Company as of August 31, 2005 and (iv) the "unaudited interim consolidated balance sheet of the Company as of August 31, 2005 (the “Reference Balance Sheet",” the date of such balance sheet the “Reference Balance Sheet Date”) and a consolidated statement of operations, changes in stockholders’ equity and changes in cash flows for the eight months ended on the Reference Balance Sheet Date (the “Interim Financial Statements”). The balance sheets referred Interim Financial Statements have been reviewed by Pxxxxxx Xxxxx and Associates and the Company has delivered to the Buyer a copy of the compilation report resulting therefrom which has been prepared in accordance with Statements on Standards for Accounting and Review Services issued by the previous sentence (including American Institute of Certified Public Accountants. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the related notes) periods covered thereby, fairly present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereofcondition, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the Company Subsidiaries respective dates thereof and for the respective fiscal periods referred to therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance are consistent with the books and records of the Company and its subsidiaries; provided, however, that the Financial Statements referred to in clauses (ii), (iii) and (iv) of this Section 5.3(a) are subject to normal recurring year-end adjustments and do not include footnotes. The Company Subsidiaries, which books and records are its Subsidiaries have made available for inspection by the Buyer complete and accurate in copies of all material respects books of account relating to the Company and its Subsidiaries, and such books of account have been maintained in all material respects in accordance with Applicable Lawgood business and bookkeeping practices.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered made available to Buyer Parent true, correct and complete copies of (i) the audited consolidated unaudited balance sheets sheet, as of March 31, 2011 of the Company (the “Latest Balance Sheet”) and the unaudited statements of income, stockholders’ equity and cash flows of the Company for the three-month period ended March 31, 2011 (such statements of income, stockholders’ equity and cash flows and the Latest Balance Sheet being herein referred to as the “Latest Financial Statements”) and (ii) the audited balance sheets, as of December 31st for 31, 2009, and 2010 of the fiscal years 1996 and 1997, Company and the related audited statements of income, changes in shareholders' stockholders’ equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company for each of the years ended December 31, 2009 and 2010 (collectively, the “Annual Financial Statements”). The Latest Financial Statements and the Company Subsidiaries for Annual Financial Statements are based upon the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply information contained in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and fairly and accurately present the financial condition of the Company Subsidiaries, which books as of the dates thereof and records are complete and accurate in all material respects and results of operations for the periods referred to therein. The Annual Financial Statements have been maintained in all material respects prepared in accordance with Applicable LawGAAP, applied on a consistent basis and consistent with the past accounting practices of the Company. The Latest Financial Statements have been prepared in accordance with GAAP on a basis consistent with the Annual Financial Statements, except as otherwise stated therein, for the omission of footnotes and certain prior period comparative data, and subject to normal recurring year-end adjustments. The Company maintains a system of internal accounting controls sufficient, in the judgment of the Company Board of Directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer Parent true, correct and complete copies of (a) the audited unaudited consolidated balance sheets of the Company sheet, as of December 31st for the fiscal years 1996 and 1997September 30, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position 2002 of the Company and the Company Subsidiaries as of (the dates thereof, "Latest Balance Sheet") and the other financial unaudited consolidated statements referred to in this Section 4.4(a) present fairly the consolidated results of operations income, stockholders' equity and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; 9-month period ended September 30, 2002 (such statements of income, stockholders' equity and cash flows and the Latest Balance Sheet being herein referred to as the "Latest Financial Statements") and (b) the audited consolidated balance sheet, as of December 31, 1999, 2000 and 2001 of the Company and the Subsidiaries and the audited consolidated statements of income, stockholders' equity and cash flows of the Company and the Subsidiaries for each of such balance sheets the years ended December 31, 1999, 2000 and statements 2001 (including collectively, the related notes) comply "Annual Financial Statements"). The Latest Financial Statements and the Annual Financial Statements are, and the Estimated Closing Balance Sheet will be, based upon the information contained in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Subsidiaries and fairly and accurately present the financial condition of the Company Subsidiaries, which books and records are complete the Subsidiaries as of the dates thereof and accurate in all material respects and results of operations for the periods referred to therein. The Annual Financial Statements have been maintained in all material respects prepared in accordance with Applicable LawGAAP, consistently applied. The Latest Financial Statements have been, and the Estimated Closing Balance Sheet will be, prepared in accordance with GAAP consistently applied as applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), and reflect all adjustments necessary to a fair and accurate statement of the financial condition and results of operations for the interim periods presented.