Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iNAP’s Annual Report on Form 20-F filed with the SEC on March 9, 2018 (the “NAP 20-F”) sets forth a true and complete copy of the Company Disclosure Letter sets forth (i) an consolidated audited statements of operations, cash flows and changes in partners’ capital for each of years ended December 31, 2017, December 31, 2016 and December 31, 2015 and consolidated audited balance sheet of the Company sheets as of December 31, 2009, 2017 and as of December 31, 2008 2016 for NAP, including the notes thereto and December 31NAP’s Report on Form 6-K (“Latest NAP Quarter 6-K”) filed with the SEC on August 2, 2007 2018 sets forth a true and correct copy of the related audited consolidated unaudited statements of earningsoperations, shareholder’s equity and comprehensive income, and cash flows of the Company and changes in partners’ capital for the fiscal years six month periods ended December 31June 30, 20092018 and June 30, December 312017 and consolidated unaudited balance sheet as of June 30, 2008 and December 312018 for NAP, 2007, together with certain including the notes thereto (the “Audited Financial Statements”), which Audited Financial Statements referenced financial statements set forth in the NAP 20-F and the Latest NAP Quarter 6-K are accompanied by the unqualified opinion of KPMG LLP (collectively referred to as the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “NAP Financial Statements”). The NAP Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly, fairly in all material respects, respects the consolidated financial position of NAP as of the dates indicated therein and the consolidated results of operations and cash flows of the Company as of the respective dates or NAP for the respective periods indicated therein, except as otherwise noted therein. Except as set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited NAP Financial Statements, as stated there are no off-balance sheet arrangements that would, individually or in the notes theretoaggregate, and subject, have a NAP Material Adverse Effect. NAP has not had any disagreement with its independent public accounting firm that required disclosure in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure LetterNAP SEC Reports. (b) The Company does not have any Liabilities There are no liabilities or obligations of NAP or the NAP Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) of a nature type that are required by GAAP to be reflected or reserved against in a consolidated balance sheetsheet of NAP, except other than (i) Liabilities that are accrued liabilities or obligations reflected or reserved against in the consolidated balance sheet as of June 30, 2018 included in the NAP Financial Statements (or the notes thereto)Statements, (ii) Liabilities which have arisen since September 30, 2010 that were current liabilities incurred in the ordinary course of businessbusiness since June 30, 2018, (iii) Liabilities disclosed liabilities and obligations incurred under or in Section 3.6(b) of accordance with this Agreement or in connection with the Company Disclosure Letter, (iv) Liabilities expressly transactions contemplated to be incurred by this Agreement, and (iv) liabilities or obligations (vwhether known or unknown and whether accrued, absolute, contingent or otherwise) Liabilities which that would not not, individually or in the aggregate, have a an NAP Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iThe financial statements of NBC (including any related notes thereto) included in the NBC Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the Company Disclosure Letter sets forth (i) an audited balance sheet date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the Company SEC with respect thereto (except, in the case of unaudited statements, as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows permitted by Form 10-Q of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”SEC), which Audited Financial Statements are accompanied by have been prepared in accordance with GAAP applied on a consistent basis during the unqualified opinion of KPMG LLP periods involved (the “Auditor”) and (ii) an unaudited balance sheet of the Company except as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”may be disclosed therein), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position of NBC and its consolidated Subsidiaries and the consolidated results of operations operations, changes in stockholders’ equity and cash flows of the Company such companies as of the respective dates or and for the respective periods set forth thereinshown. The books and records of NBC and its Subsidiaries have been, all in conformity and are being, maintained in all material respects in accordance with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes any other applicable legal and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letteraccounting requirements and reflect only actual transactions. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except for (i) Liabilities those liabilities that are accrued fully reflected or reserved against for in the Financial Statements (consolidated financial statements of NBC included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005, as filed with the SEC or the notes thereto), (ii) Liabilities which have arisen liabilities incurred since September 30, 2010 that were incurred 2005 in the ordinary course of businessbusiness consistent with past practice, neither NBC nor any of its Subsidiaries has incurred any liability of any nature whatsoever (iiiwhether absolute, accrued or contingent or otherwise and whether due or to become due) Liabilities disclosed that, either alone or when combined with all other liabilities of a type not described in Section 3.6(bclause (i) of the Company Disclosure Letteror (ii), (iv) Liabilities expressly contemplated to be incurred by this Agreementhas had, or (v) Liabilities which would not have be reasonably expected to have, a Material Adverse EffectEffect on NBC. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (ai) Section 3.6(a)(iSchedule 4(j) of the Company Disclosure Letter sets forth (iA) an audited balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited consolidated balance sheet of the Company as of September 30, 2010 1999 (the "Company Balance Sheet"), and the related unaudited consolidated statement of earnings income of the Company for the nine-9 month period then ended September 30, 1999, and (B) the audited consolidated balance sheets of the Company as of December 31, 1997 and 1998, and the audited consolidated statements of income of the Company for the period August 25 to December 31, 1997 and for the year ended December 31, 1998, together with the notes to such financial statements (the financial statements described in this clause clauses (ii)A) and (B) above, together with any notes to such financial statements, are collectively referred to herein as the “Unaudited "Company Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”"). The Company Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity are in all material respects in accordance with GAAP the books and records of the Company and its consolidated Subsidiaries and have been prepared in conformity with generally accepted accounting principles consistently applied during throughout the periods involved, except, indicated (except in the each case of the Audited Financial Statements, as stated described in the notes thereto, ) and on that basis fairly present in all material respects (subject, in the case of the unaudited interim financial statementsstatements referred to in (A) above, to the absence of footnotes and to normal normal, recurring year-end adjustments, including ) the normal year-end adjustments set forth on Section 3.6(a)(ii) financial condition and results of operations of the Company Disclosure Letterand its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated. (bii) The Company does and its consolidated Subsidiaries do not have any Liabilities liabilities or obligations of a any nature required by GAAP to be reflected in a balance sheet(whether accrued, absolute, contingent, threatened or otherwise), except (iA) Liabilities that are accrued as disclosed, reflected or reserved against in the Financial Statements Company Balance Sheet, (or the notes theretoB) items set forth in Schedule 4(j), (iiC) Liabilities which have arisen since September 30, 2010 that were liabilities and obligations incurred in the ordinary course of businessbusiness consistent with past practice since the date of the Company Balance Sheet that would not, individually or in the aggregate, result in a Company Material Adverse Effect and (D) Taxes (as defined in Section 4(A)(l)) with respect to the period after the date of the Company Balance Sheet. Without limiting the generality of the foregoing, the Company has no contingent obligations in excess of $60,000 with respect to any assets purchased by the Company pursuant to the agreement between the Company and DeKalb Office Environments with respect to purchases of Steelcase furniture. (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth in Schedule 4(j), the amount of all accounts receivable, including unbilled invoices which are reflected as accounts receivable on Section 3.6(b) of the Company Disclosure LetterFinancial Statements, due, or recorded in the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating Balance Sheet as being due to the CompanyCompany and its Subsidiaries (less the amount of any provision or reserve therefor made in the Company Balance Sheet), are fully collectible in the normal course of business. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Attached hereto as Exhibit A are true and complete copies of the Company Disclosure Letter sets forth (i) an audited the balance sheet of the Company as of December 31, 2009, December 31, 2008 sheets and December 31, 2007 and the related audited statements of earnings, shareholder’s equity operations and comprehensive income, and cash flows of the Company retained earnings for Seller for the fiscal years ended December 31, 20092001, 2000 and 1999, in each case prepared by Frankel, Lodgen, Lacher, Golditch, Sardi & Xxxxxx and (ii) the balance sheet and related statements of income and cash flow for Seller for the year ended December 31, 2008 and December 312001 prepared by Seller in accordance with GAAP (collectively, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial "Annual Statements”"), and the balance sheets and related statements of operations for the five (5) months ended May 31, 2002 (collectively, the "Interim Statements" and, together with the Audited Financial Annual Statements, the “"Financial Statements”"). The Financial Statements present fairlyMay 31, in all material respects, 2002 balance sheet is referred to herein as the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter"2002 Balance Sheet." (b) The Company does not have any Liabilities Except as set forth on Schedule 3.06(b), each of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (i) has been prepared based on the books and records of Seller in accordance with GAAP and Seller's normal accounting practices, consistent with past practice and with each other, and present fairly the financial condition, results of operations of Seller as of the dates indicated or for the notes thereto), periods indicated; (ii) Liabilities which have arisen since September 30contains and reflects all necessary adjustments, 2010 that were incurred in accruals, provisions and allowances for a fair presentation of its financial condition and the ordinary course results of business, its operations for the periods covered by such financial statement; (iii) Liabilities disclosed in Section 3.6(b) of to the Company Disclosure Letterextent applicable, contains and reflects adequate provisions for all reasonably anticipated liabilities for all Taxes, federal, state, local or foreign, with respect to the periods then ended and all prior periods; and (iv) Liabilities expressly contemplated with respect to be incurred contracts and commitments for the sale of goods or the provision of services by this AgreementSeller, or (v) Liabilities which would not have a Material Adverse Effectcontains and reflects adequate reserves for all reasonably anticipated losses and costs and expenses in excess of expected receipts. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(bSchedule 3.06(c), there are no Liabilities of Seller other than: (i) any Liability accrued as a Liability on the 2002 Balance Sheet; (ii) Liabilities specifically disclosed and expressly identified as such in the schedules to this Agreement; and (iii) Liabilities incurred since the date of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect 2002 Balance Sheet in all material respects all transactions relating to the CompanySeller's ordinary course of business consistent with past practice. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i‎3.4(a) of the Company Disclosure Letter Schedules sets forth (i) an audited balance sheet true and complete copy of the Company unaudited consolidated statements of financial position of the Current Companies as of December 31June 30, 20092023 and June 30, December 312024 (provided that the financial statements as of and for the year ended June 30, 2008 2024 were provided without footnotes and December 31, 2007 do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related audited consolidated statements of earningsprofit or loss and other comprehensive income (loss), shareholder’s changes in equity and comprehensive income, and cash flows of the Company Current Companies for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-twelve month period periods then ended (the financial statements described in this clause (ii)collectively, the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Company Financial Statements”). The Each of the Company Financial Statements present fairly(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 position and position, results of operations and cash flows of the Company Current Companies as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterotherwise specifically noted therein. (b) The No Group Company does not have has any Liabilities of a nature the type required by GAAP to be reflected in set forth on a balance sheetsheet in accordance with IFRS, except (i) Liabilities that are accrued or reserved against in as reflected on the Company Financial Statements (or the notes thereto)Statements, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse EffectTransactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements were prepared from the Statements, has maintained books and records of the Company. Except as set forth on Section 3.6(b) Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect Group Companies in all material respects all transactions relating to the Companyrespects. (d) The Unaudited Financial Statements were prepared Since January 1, 2022, the Company has not determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in accordance with the Accounting Principlesinternal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Prior to Closing, LDG, the Operating Subsidiary and Holdings will deliver to Buyer true and correct copies of the Company Disclosure Letter sets forth (i) an audited unaudited separate company balance sheet of the Company as of such Subsidiary at December 31, 20092006 (each a “Balance Sheet” and collectively, December 31the “Balance Sheets”), 2008 and December 31, 2007 and the related audited unaudited statements of earnings, shareholder’s equity and comprehensive income, shareholders’ equity and cash flows of the Company for the fiscal years ended December 3112 months then ended, 2009including the notes thereto, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited separate company balance sheet of the Company as of September such Subsidiary at June 30, 2010 2007, and the related unaudited statement statements of earnings of the Company income, shareholders’ equity, and cash flows for the nine-month period six months then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial StatementsInformation”). The All of the Financial Statements Information, when delivered, will be true and complete and will fairly present fairly, in all material respectsrespects the assets, the liabilities, financial position condition and results of operations of each Subsidiary at such dates and cash flows of the Company as of the respective dates or for the respective periods set forth thereinsuch periods, all in conformity in all material respects accordance with GAAP U.S. or Brazil (as the case may be) generally accepted accounting principles consistently applied during throughout the periods involved, exceptinvolved (except as set forth on Section 3(g) of the Seller Disclosure Schedule and, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of which do not contain footnotes and are subject to normal year-end adjustments). No Subsidiary has any liabilities, including the normal year-end adjustments set forth on Section 3.6(a)(iiobligations or contingencies (whether absolute, accrued or contingent) (each a “Liability” and collectively, “Liabilities”) of the Company Disclosure Letter. a type described in clauses (bx), (y) The Company does not have or (z) of Section 12(a) hereof, and, to each Subsidiary’s knowledge, no such Subsidiary has any Liabilities of a nature required by GAAP to be reflected in a balance sheetother Liabilities, except in each case (i) Liabilities that are accrued or reserved against in the Financial Statements (its most recent balance sheet or as otherwise indicated or reflected in the notes thereto), ; (ii) additional Liabilities which reserved against since the date of such balance sheet (the “Balance Sheet Date”) that have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, business and are accrued or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from 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. Except as set forth on case may be) generally accepted accounting principles; and (iv) other potential or actual Liabilities directly or indirectly related to or resulting from the issues and matters listed in Section 3.6(b3(g) of the Company Seller Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the CompanySchedule. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The books of account and related records of the Company Disclosure Letter sets forth fairly reflect in all material respects the Company’s assets, liabilities and transactions in accordance with GAAP. The (ix) an audited unaudited consolidated balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 20092013, December 312012 and 2011 and the related unaudited consolidated statements of income, 2008 changes in stockholders’ equity, and December 31cash flows for the years then ended, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (iiy) an the unaudited balance sheet of the Company as of September 30August 31, 2010 2014 (the “Recent Balance Sheet”), and the related unaudited statement statements of income operations, stockholders’ equity and retained earnings of the Company and cash flows for the nine-eight (8) month period then ended August 31, 2014 (the financial statements described in this clause (ii), the “Unaudited Recent Financial Statements”), have been previously delivered to Buyer and: (i) are true and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, correct in all material respects; (ii) were prepared in accordance with GAAP (except as specifically otherwise noted therein or, in the case of the Recent Financial Statements, except for the absence of footnotes); and (iii) present fairly the financial position and position, results of operations and cash flows of the Company on a consolidated basis as of the respective such dates or and for the respective periods set forth therein, all then ended in conformity in all material respects accordance with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the GAAP. The unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) balance sheet of the Company on a consolidated basis as at December 31, 2013 is attached as Schedule 5.6.1 of the Disclosure LetterSchedules (the “Balance Sheet”). The Recent Financial Statements are attached as Schedule 5.6.2 of the Disclosure Schedules. (b) The Company does not have has no material liability or obligation of any Liabilities of a nature required by GAAP to be reflected in on a balance sheetsheet prepared in accordance with GAAP, except whether due or to become due, absolute, contingent or otherwise, except: (i) Liabilities that are accrued or reserved against in to the Financial Statements (or extent reflected as a liability on the notes thereto), Balance Sheet; (ii) Liabilities which have arisen since September 30, 2010 that were current liabilities incurred in the ordinary course of businessbusiness after December 31, 2013 consistent with past practice; and (iii) Liabilities liabilities disclosed in Section 3.6(b) on Schedule 5.6.3 of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse EffectSchedules. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iAttached hereto as Schedule 3.10(a) of the Company Disclosure Letter sets forth are (i) an audited balance sheet sheets of the Company as of December 31, 2009, 2005 and the related statements of operations and cash flows for the year ended December 31, 2008 2005, and (ii) draft balance sheets of the Company as of December 31, 2006 and December 31, 2007 2007, and the related audited statements of earnings, shareholder’s equity and comprehensive income, operations and cash flows for the years ended December 31, 2006 and December 31, 2007, respectively (the financial statements as of the Company and for the fiscal years ended December 31, 2009, December 31, 2008 2006 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements 2007 described in this clause (ii), ) shall be collectively referred to herein as the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Draft Financial Statements”). The balance sheet as at December 31, 2007 is referred to herein as the “December 2007 Balance Sheet.” The Draft Financial Statements present fairly(i) were prepared from the Books and Records; (ii) except as set forth on Schedule 3.10(a), were prepared in all material respectsaccordance with GAAP, except as may be indicated in the financial position notes thereto and results of operations and cash flows of the Company as of the respective dates or except for the respective periods set forth therein, all in conformity absence of footnotes and subject to normal year-end adjustments; and (iii) fairly and accurately present in all material respects with GAAP consistently applied during the Company’s financial condition and the results of its operations as of their respective dates and for the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, then ended (subject to the absence of footnotes and subject to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter). (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued as specifically disclosed, reflected or fully reserved against in on the Financial Statements (or the notes thereto)December 2007 Balance Sheet, (ii) Liabilities which have arisen since September 30, 2010 that were liabilities and obligations incurred in the ordinary course of businessbusiness since the date of the December 2007 Balance Sheet, (iii) Liabilities disclosed liabilities and obligations, the existence of which would not reasonably be expected to result in Section 3.6(b) of the Company Disclosure Letter, a Material Adverse Effect and (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books liabilities and records of the Company. Except as obligations set forth on Section 3.6(bSchedule 3.10(b), there are no liabilities or obligations of any nature (whether accrued, absolute, contingent, liquidated or unliquidated, unasserted or otherwise) of required to be disclosed on a balance sheet (or the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (dnotes thereto) The Unaudited Financial Statements were that has been prepared in accordance with the Accounting PrinciplesGAAP, that have not been disclosed therein.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The SEC Reports contain true and complete copies of the Company Disclosure Letter sets forth combined financial statements of PAPI consisting of (i) an audited combined balance sheet sheets of the Company PAPI as of December 31, 20092007 and 2008, December 31, 2008 and December 31, 2007 and the related audited combined statements of earnings, shareholderincome and stockholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years then ended December 31(including the notes or other supplementary information thereto) (collectively, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Year-End Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company PAPI as of September 30, 2010 2009 (the “Latest Balance Sheet”), and the related unaudited statement combined statements of earnings of the Company income and stockholders’ equity and cash flows for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Interim Financial Statements”),” and, and together collectively with the Audited Year-End Financial Statements, the “Financial Statements”). The . (b) Each of the Financial Statements (including the notes or other supplementary information thereto) (i) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company PAPI as of the respective dates or thereof and the results of each such entity’s operations and cash flows for the respective periods set forth thereinindicated, all in conformity in all material respects with GAAP consistently applied during the periods involvedsubject, excepthowever, in the case of the Audited Interim Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including audit adjustments and to the normal year-end adjustments set forth on Section 3.6(a)(ii) absence of notes and other textual disclosure required by GAAP. The books and records of PAPI have been and are being maintained in all material respects in accordance with applicable legal and accounting requirements to permit preparation of the Company Disclosure Letterfinancial statements in accordance with GAAP and to maintain asset accountability. (bc) The Company does not have No PAPI Party has any Liabilities liability (and, to the PAPI Parties’ Knowledge, there is no reasonable basis for any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against a PAPI Party or any of a nature required by GAAP their respective Subsidiaries giving rise to be reflected in a balance sheetany liability), except other than (i) Liabilities that are accrued liabilities reserved or reserved against in disclosed on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) Liabilities liabilities which have arisen since September 30, 2010 that were incurred after the date of Latest Balance Sheet in the ordinary course of businessbusiness of the PAPI (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Laws), (iii) Liabilities disclosed liabilities which have been discharged or paid in Section 3.6(b) full after the date of the Company Disclosure LetterLatest Balance Sheet in the ordinary course of business of PAPI (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Laws) or (iv) Liabilities expressly contemplated liabilities that are obligations to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating perform pursuant to the Companyterms of any Contract binding on the PAPI Parties or any of their respective Subsidiaries. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to the Investors a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated carve-out balance sheet sheets of the homebuilding operations of the Company as of December 31, 2009, December 31, 2008 2021 and December 31, 2007 2020, and the related audited statements of earnings, shareholder’s equity and comprehensive income, changes in shareholders’ and other Affiliates’ net investment and cash flows for each of the Company for years in the fiscal years three-year period ended December 31, 20092021, December 31, 2008 and December 31, 2007, together with certain the related notes thereto (the “Audited Year End Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an the unaudited consolidated balance sheet sheets of the homebuilding operations of the Company as of September 30, 2010 2022 (the “Latest Balance Sheet”) and December 31, 2021, and the related unaudited statement statements of earnings income, changes in shareholders’ and other Affiliates’ net investment and cash flows for each of the Company for the nine-month period then months ended September 30, 2022 and September 30, 2021 (the financial statements described in this clause (ii), the “Unaudited Interim Financial Statements”), ,” and together with the Audited Year End Financial Statements, the “Financial Statements”). The Each of the Financial Statements present fairly(including the notes and schedules thereto) (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 financial position and position, results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) homebuilding operations of the Company Disclosure Letteras at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the face of the Year End Financial Statements (or the notes thereto)for 2021, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Year End Financial Statements for 2021 (none of which is a Liability for breach of contract, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement and the BCA, the performance of their respective covenants or agreements in this Agreement and the BCA or the consummation of the Company Disclosure Lettertransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which the homebuilding operations of the Company are subject (other than Liabilities expressly contemplated to be incurred by this Agreement, or for breach thereof) and (v) for Liabilities which that are not, and would not reasonably be expected to be, individually or in the aggregate, material to the homebuilding operation of the Company, taken as a whole, the homebuilding operations of the Company have no Liabilities of the type required to be set forth on a Material Adverse Effectbalance sheet in accordance with GAAP consistently applied and in accordance with past practice. (c) The Group Companies have established and maintain systems of internal accounting controls that are sufficient to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets and (iii) any unauthorized acquisition, use or disposition of a Group Company’s assets that could have a material effect on its financial statements will be prevented or timely detected. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Group Companies in the ordinary course of business that are true and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Except as set forth on disclosed in Section 3.6(b3.4(d) of the Company Disclosure LetterSchedules, in the Company maintains accurate books and records which fairly reflect last three (3) years there has not been any (i) “significant deficiency” in all material respects all transactions relating the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. In the last three (3) years, no Group Company has received any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim in respect of the matters described in the foregoing sentence. The Company has not had any material complaints made or concerns raised by any employee, contractor or Representative relating to a violation of Laws. The Company has not had any material written complaints made by any employee, contractor or Representative related to foregoing clauses (i) through (iii) of this Section 3.4(d). (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to MEOA a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company as of December July 31, 2009, December 2021 and July 31, 2008 and December 312020, 2007 and the related audited consolidated statements of earningsoperations, shareholder’s equity and comprehensive income, stockholders’ deficit and cash flows of the Company for the fiscal years then ended December 31(collectively, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Company Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an the unaudited consolidated balance sheet sheets of the Company as of September April 30, 2010 2022 and July 31, 2021 (the balance sheet as of April 30, 2022, the “Latest Balance Sheet”) and the related unaudited statement consolidated statements of earnings operations of the Company for the three-month and nine-month periods then ended, consolidated statements of stockholders’ deficit of the Company for the nine-month period then ended, and consolidated statements of cash flows of the Company for the nine-month period then ended (the financial statements described in this clause (ii)collectively, the “Unaudited Financial Statements”), and and, together with the Company Audited Financial Statements, the “Financial Statements”). The Each of the Financial Statements present fairly(including the notes thereto) (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 and position, 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, (C) in the case of the respective dates or for Financial Statements described in clause (i) of the respective periods set forth thereinpreceding sentence, all were audited in conformity accordance with the standards of the PCAOB and (D) comply in all material respects with GAAP consistently applied during the periods involved, except, in applicable accounting requirements and with the case applicable rules and regulations of the Audited Financial StatementsSEC, the Exchange Act and the Securities Act in effect as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal yearrespective dates thereof (including Regulation S-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure LetterX). (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Lettertransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which any member of the Group Companies is a party (other than Liabilities expressly contemplated to be incurred by this Agreementfor breach thereof), or and (v) for Liabilities which that are not and would not have reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a Material Adverse Effectwhole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) The Financial Statements were prepared from the books PPP Loan was forgiven in full on April 15, 2021 and records May 13, 2021 and as of the date hereof, no Group Company is subject to any further obligations or liabilities thereunder. The Company. Except ’s application for the PPP Loan and application for forgiveness thereof, including all representations and/or certifications contained therein, including representations and certifications as set forth on Section 3.6(b) of to the Company Disclosure LetterCompany’s need to obtain the PPP Loan, the Company maintains accurate books was true, correct and records which fairly reflect complete in all material respects and was otherwise completed in accordance in all transactions relating material respects with the rules and regulations of the PPP Program. The Company was an “eligible recipient” under the CARES Act and the PPP Program. The Company used the proceeds of the PPP Loan solely for the purposes permitted by the CARES Act and the PPP Program. Except for the PPP Loan, the Company has not applied for or accepted (i) any loan pursuant to the CompanyPPP Program, (ii) any funds pursuant to the Economic Injury Disaster Loan program or an advance on an Economic Injury Disaster Loan pursuant to Section 1110 of the CARES Act, or (iii) any loan or funds from applicable Law enacted by any Governmental Entity in response to the COVID-19 pandemic. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the Company Disclosure Letter Schedule 2.8 sets forth (iA) an audited the unaudited consolidated balance sheet sheets of each of the Company Companies as of September 30, 1999 (collectively, the "Balance Sheets"), and the unaudited consolidated statements of income of each of the Companies for the 9 month period ended September 30, 1999, and (B) the audited consolidated balance sheets of Omni UK as of December 31, 20091998, and the audited consolidated statements of income of Omni UK for the period April to December 31, 2008 and December 311998, 2007 and the related audited statements of earnings(for Omni UK, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause clauses (ii)A) and (B) above, the “Unaudited Financial Statements”), and together with the Audited notes to such financial statements, are collectively referred to herein as the "Financial Statements, the “Financial Statements”"). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity are in all material respects in accordance with GAAP the respective books and records of the Companies and have been prepared in conformity with generally accepted accounting principles applying in the country or state of incorporation consistently applied during throughout the periods involved, except, indicated (except in the each case of the Audited Financial Statements, as stated described in the notes thereto, ) and on that basis fairly present in all material respects (subject, in the case of the unaudited interim financial statementsstatements referred to in (A) above, to the absence of footnotes and to normal normal, recurring year-end adjustments, including ) the normal year-end adjustments set forth on Section 3.6(a)(ii) financial condition and results of operations of Omni UK and its Subsidiaries as of the Company Disclosure Letterrespective dates thereof and for the respective periods indicated. (b) The Company does not Neither of the Companies nor any of their respective Subsidiaries have any Liabilities liabilities or obligations of a any nature required by GAAP to be reflected in a balance sheet(whether accrued, absolute, contingent, threatened or otherwise), except (iA) Liabilities that are accrued as disclosed, reflected or reserved against in the Financial Statements (or respective Balance Sheets and the notes thereto), (iiB) Liabilities which have arisen since September 30items set forth on Schedule 2.8, 2010 that were (C) liabilities and obligations incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) business consistent with past practice since the date of the Company Disclosure Letterrespective Balance Sheets that would not, (iv) Liabilities expressly contemplated to be incurred by this Agreementindividually or in the aggregate, or (v) Liabilities which would not have result in a Material Adverse Effect. Effect and (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.D)

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Buyer has previously delivered to Seller copies of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Buyer as of December 31June 30th for the fiscal years 1996 and 1997, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earningsincome, shareholder’s changes in shareholders' equity and comprehensive cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to Buyer, and (ii) the unaudited interim consolidated balance sheet and related statement of income, changes in shareholders' equity and cash flows of the Company Buyer at or for the fiscal years ended December 31period ending September 30, 20091997 (collectively, December 31, 2008 the balance sheets and December 31, 2007, together with certain notes thereto (statements referred to above being referred to as the “Audited "Buyer Financial Statements”", and the audited balance sheet as of June 30, 1997 being referred to as the "Buyer Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes, which Audited Financial Statements are accompanied by where applicable) present fairly the unqualified opinion consolidated financial position of KPMG LLP Buyer and the Buyer Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 5.4(a) present fairly (except for (i) the “Auditor”) omission of notes to unaudited statements and (ii) an unaudited balance sheet of year-end adjustments to interim results normal in nature and amount) the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position and consolidated results of operations and cash flows of Buyer and the Company as of the respective dates or Buyer Subsidiaries for the respective fiscal periods therein set forth thereinforth; each of such balance sheets and statements (including the related notes, all in conformity where applicable) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, involved (except as stated indicated in the notes thereto) and in accordance with the books and records of Buyer and the Buyer Subsidiaries, which books and subject, records are complete and accurate in the case of the unaudited interim financial statements, to the absence of footnotes all material respects and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterhave been maintained in all material respects in accordance with Applicable Law. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except for (i) Liabilities those liabilities that are accrued fully reflected or reserved against in on the Financial Statements (or the notes thereto), Buyer Balance Sheet and (ii) Liabilities which have arisen since September 30, 2010 that were liabilities incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) business since the date of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities Buyer Balance Sheet and which would not have have, individually or in the aggregate, a Buyer Material Adverse Effect, Buyer has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, in any case which are or required by GAAP to be shown on a consolidated balance sheet of Buyer. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the The Company Disclosure Letter sets forth has made available to Purchaser (i) an a true and complete copy of (x) the audited consolidated balance sheet of American Seniors Association Holding Group, Inc. (“AMSA”), the Company predecessor in interest to the Company, as of December 31, 2009, December 31, 2008 and December 31, 2007 2022 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, 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 Group Companies as of December 31, 2023 and (z) the related audited and unaudited, respectively, consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Company Group Companies for each of the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007periods then ended, together with certain all related notes thereto and schedules thereto, and (ii) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2024 (the “Audited Financial StatementsLatest Balance Sheet”)) and the related unaudited consolidated statements of operations and comprehensive loss, which Audited Financial Statements are accompanied by stockholders’ equity and cash flows of the unqualified opinion of KPMG LLP Group Companies for the period then ended, together with all related notes and schedules thereto (the “Auditor”clauses (i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”). The Each of the Financial Statements present fairly(including the notes thereto) (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 financial position and position, results of operations and cash flows of the Company Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial StatementsRegulation S-K, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterapplicable). (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, transactions contemplated hereby or thereby and (iv) for Liabilities expressly contemplated that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared a balance sheet in accordance with the Accounting PrinciplesGAAP.

Financial Statements; Undisclosed Liabilities. (a) The following financial statements (including all related notes and schedules) of APP are attached to Section 3.6(a)(i4.5(a) of the Company APP Disclosure Letter sets forth (the “APP Financial Statements”): (i) an audited financial statements consisting of balance sheet sheets as of September 30, 2015 and 2014 and statements of operations, changes in shareholders’ equity and cash flows for the Company year ended September 30, 2015 and the period beginning June 9, 2014 (date of inception) to September 30, 2014, together with the related notes to the audited financial statements and the auditor’s reports thereon, and (ii) unaudited financial statements consisting of balance sheets as of December 31, 2009, December 31, 2008 2015 and December 31, 2007 2014 and the related audited statements of earningsoperations, shareholder’s changes in shareholders’ equity and comprehensive income, and cash flows of the Company for the fiscal years three months ended December 31, 2009, December 31, 2008 2015 and December 31, 20072014, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related notes to the unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”)statements. The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited APP Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of APP and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto). The accounting firm which expressed its opinion with respect to the APP Financial Statements described in the foregoing Subsection (i) is duly registered with the Public Company Accounting PrinciplesOversight Board (the “PCAOB”), and was throughout the periods covered by such APP Financial Statements as to which such firm issued an opinion or anticipates issuing an opinion, as applicable, “independent” with respect to APP within the meaning of the applicable rules and regulations of the SEC and the PCAOB. (b) Except (i) as reflected or reserved against in APP’s unaudited balance sheet as of December 31, 2015 (or the notes thereto) as included in Section 4.5(b) of the APP Disclosure Letter, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2015, (iii) for liabilities and obligations incurred in connection with or contemplated by this Agreement or the Transaction Documents and (iv) as set forth in Section 4.5(b) of the APP Disclosure Letter, neither APP nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet of APP and its Subsidiaries (or in the notes thereto).

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) 4.07 of the Company Seller Disclosure Letter Schedule sets forth (i) an audited the unaudited consolidated balance sheet of the Company as of December 31January 3, 20092016 (the “Balance Sheet”), December 31, 2008 and December 31, 2007 and the related unaudited consolidated statement of profit and loss of the Company for the periods ended January 3, 2016and (ii) the audited consolidated balance sheet of the Company as of September 27, 2015, and September 28, 2014, and the audited consolidated statements of earnings, shareholder’s equity operations and comprehensive income, income and consolidated statements of cash flows of the Company for the fiscal years ended December 31September 27, 20092015, December 31September 28, 2008 2014 and December 31September 29, 20072013, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (PricewaterhouseCoopers LLP, the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30Company’s independent auditor, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended thereon (the financial statements described in this clause (ii)) above, together with the notes to such financial statements, collectively, the “Unaudited Audited Financial Statements”)” and the financial statements described in clauses (i) and (ii) above, and together with the Audited Financial Statementsnotes to such financial statements, collectively, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Except as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) 4.07 of the Company Seller Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheetSchedule, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were been prepared from the books and records of the CompanyCompany and in conformity with GAAP applied on a consistent basis throughout the periods indicated and the accounting procedures and policies of Seller consistently applied (except in each case as described in the notes thereto). Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect The Financial Statements present in all material respects all transactions relating the combined financial condition and results of operations of the Company and the Company Subsidiaries as of the respective dates thereof and for the respective periods indicated. (b) Neither Seller nor, to Seller’s knowledge, the Company or the Company Subsidiaries or any employee, auditor, accountant or representative of the Company or any of the Company Subsidiaries has received any written complaint, allegation, assertion or claim regarding the inadequacy of the Company’s and the Company Subsidiaries’ systems and processes that are designed to (i) provide reasonable assurances regarding the reliability of the Financial Statements and (ii) in a timely manner, accumulate and communicate to the Company’s principal executive officers and principal financial officers the type of information that is required to be disclosed in the Financial Statements or the accuracy or integrity of the Financial Statements. (dc) The Unaudited Except for matters reflected or reserved against in the Financial Statements Statements, neither the Company nor any of the Company Subsidiaries has any debts, liabilities, demands or obligations of any nature (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 (including the notes thereto), except liabilities that (i) were prepared incurred since the date of the Balance Sheet in accordance the ordinary course of business or (ii) are incurred in connection with the Accounting Principlestransactions contemplated by this Agreement.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Correct and complete copies of the Company Disclosure Letter sets forth following financial statements are attached hereto as Schedule 3.3(a): (i) an audited (A) the consolidated balance sheet of each Company as of February 29, 2016, and (B) the related consolidated statements of operations for the two-month period then ended, and (ii) (A) the consolidated balance sheet of each Company as of December 31, 2009, December 31, 2008 2015 (the “Latest Balance Sheet” and the date thereof being the “Latest Balance Sheet Date”) and December 31, 2007 2014 and (B) the related audited consolidated statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company operations for the fiscal years then ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Financial Statements (i) have been prepared in accordance with the books and records of such Company, (ii) present fairly in all material respects the consolidated financial position and consolidated results of operation of such Company does not as of the dates thereof and for the time periods then ended and (iii) have been prepared in all material respects in accordance with GAAP consistently applied in accordance with past practices throughout the period covered thereby. (c) No Company has any Liabilities with respect to any Indebtedness or Transaction Expenses. (d) No Company has any Liabilities of a nature type required by GAAP to be reflected in in, reserved against or otherwise described on a balance sheetsheet prepared in accordance with GAAP, except for (i) Liabilities that are accrued or reserved against to the extent reflected in the Financial Statements (or the notes thereto), Latest Balance Sheet and (ii) Liabilities which that have arisen since September 30, 2010 that were incurred the Latest Balance Sheet Date in the ordinary course of businessbusiness consistent with past practice (none of which are material (individually or in the aggregate) and none of which relate to a breach of Contract or a violation of Law, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this AgreementOrder or Permit, or (v) Liabilities which would not have a Material Adverse Effectany Proceedings). (ce) The Financial Statements were prepared from There are no securitization transactions or other “off-balance sheet arrangements” (as that term is defined in Item 303 of Regulation S-K under the books Securities Act) to which any Company is party and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Companyhas any continuing Liability. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to SPAC (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and the related 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 June 30, 2021 (the “Latest Balance Sheet”), each of which are attached as Section 3.6(a)(i3.4(a) of the Company Disclosure Letter sets forth Schedules (i) an audited all such balance sheet of the Company as of December 31sheets and statements, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”). The Each of the Financial Statements present fairly(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) 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 IFRS 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. All financial statements delivered pursuant to Section 5.14(b), (A) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes) and (B) will fairly present, in all material respects, the financial position and position, results of operations and cash flows of the Company Group Companies as of the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterotherwise specifically noted therein. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued as set forth on the face of or reserved against otherwise provided for in the Financial Statements Latest Balance Sheet (or the notes thereto), (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) and (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure LetterTransactions, (iv) none of the Group Companies nor Merger Sub has any Liabilities expressly contemplated of the type required to be incurred by this Agreementset forth on a balance sheet in accordance with GAAP that would be material to the Group Companies, or (v) Liabilities which would not have taken as a Material Adverse Effectwhole. (c) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Except as set forth on Section 3.6(b) Group Companies in the ordinary course of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Companybusiness. (d) The Unaudited Financial Statements were prepared Since January 1, 2019, no Group Company has received any written complaint, or, to the knowledge of the Company, any allegation, assertion or claim that there is (i) a “significant deficiency” in accordance with the Accounting Principlesinternal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iAttached hereto as Schedule 3.4(a) of are the Company Disclosure Letter sets forth following financial statements (such financial statements, the “Financial Statements”): (i) an the audited balance sheet sheets of the Company as of December 31June 30, 20092018 and June 30, December 312019, 2008 and December 31respectively, 2007 and the related audited statements of earningsoperations, shareholder’s stockholders’ equity and comprehensive income, and cash flows of the Company for the fiscal years each twelve (12)-month period then ended December 31(such financial statements, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and ; and (ii) an the unaudited balance sheet of the Company as of September 30August 31, 2010 2019 (the “Latest Balance Sheet”) and the related unaudited statement statements of earnings operations, stockholders’ equity and cash flows for the two (2)-month period then ended. (b) Except as set forth on Schedule 3.4(b), the Financial Statements (including in all cases the notes thereto, if any) are based upon information contained in the books and records of the Company for (which books and records are accurate, correct and complete in all material respects) and (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the nine-month period then ended (periods covered thereby, except as may be indicated in the financial statements described notes thereto and subject, in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited case of unaudited Financial Statements, to the “Financial Statements”). The Financial Statements present fairlyabsence of notes and normal year‑end adjustments (which notes and adjustments, if presented, would not be material, individually or in the aggregate, to the Company) and (ii) fairly present, in all material respects, the consolidated financial position condition, cash flow and results of operations and cash flows of the Company as of the respective dates or thereof and for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and therein referred to (subject, in the case of the any unaudited interim financial statementsFinancial Statements, to the absence of footnotes notes and to normal year-end year‑end adjustments, including which notes and adjustments, if presented, would not be material, individually or in the normal year-end adjustments set forth on Section 3.6(a)(ii) of aggregate, to the Company Disclosure LetterCompany). (bc) The There is no liability, debt or obligation of or claim against the Company does whether or not have any Liabilities of a nature type required by GAAP to be reflected in or reserved for on a balance sheetsheet prepared in accordance with GAAP, except for those (i) Liabilities that are accrued reflected or reserved against in for on the Financial Statements (or disclosed in the notes thereto), (ii) Liabilities which that have arisen since September June 30, 2010 that were incurred 2019 in the ordinary course of businessthe operation of business of the Company consistent with past practice, or (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effecton Schedule 3.4(c). (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to FLAC a true and complete copy of (i) the audited consolidated statements of financial position of the Current Companies as of December 31, 2020 and 2021 and the related audited 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) the audited consolidated statements of financial position of the Current Companies as of December, 31, 2020 and December 31, 2021 (the “Latest Balance Sheet Date”) and the related audited consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for each of the years then ended (clauses (i) and (ii), collectively, the “Company Financial Statements”), each of which are attached as Section 3.6(a)(i3.4(a) of the Company Disclosure Letter sets forth (i) an audited balance sheet 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 of December 31, 2009, December 31, 2008 and December 31, 2007 and may be indicated in the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”thereto), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”B) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairlyfairly presents, in all material respects, the financial position and position, results of operations and cash flows of the Company Current Companies as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, except as otherwise specifically noted therein and (C) in the case of clause (i), were audited in accordance with the Audited standards of IFRS and 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, as stated in Statements (including the notes thereto) are delivered following the date of this Agreement in accordance with Section 5.17, and subject, each Closing Financial Statement shall (1) be prepared in accordance with IFRS applied on a consistent basis throughout the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. periods indicated (b) The Company does not have any Liabilities of a nature required by GAAP to except as may be reflected indicated in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or 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 the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X). (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, Transactions and (iv) for Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which that are not and would not have reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a Material Adverse Effectwhole. (c) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Except as set forth on Section 3.6(b) Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect Group Companies in all material respects all transactions relating to the Companyrespects. (d) The Unaudited Financial Statements were prepared Since January 1, 2020, to the Company’s knowledge, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in accordance with the Accounting Principlesinternal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to ARYA a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Group Companies as of December 31, 2009, December 31, 2008 2018 and December 31, 2007 2019 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, convertible preferred stock and stockholders’ deficit and cash flows of the Company Group Companies for each of the fiscal years periods then ended December and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2009, December 2019 and March 31, 2008 and December 31, 2007, together with certain notes thereto 2020 (the “Audited Financial StatementsLatest Balance Sheet”)) and the related unaudited consolidated statements of operations and comprehensive loss, which Audited Financial Statements are accompanied by convertible preferred stock and stockholders’ deficit and cash flows of the unqualified opinion Group Companies for each of KPMG LLP the three-month periods then ended (the “Auditor”clauses (i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes thereto) (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 financial position and position, results of operations and cash flows of the Company Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial StatementsRegulation S-K, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterapplicable). (b) The unaudited consolidated balance sheets of the Group Companies as of June 30, 2019 and 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 each of the six-month periods then ended (the “Closing Company does not have any Liabilities Unaudited Financial Statements”), when delivered following the date of a nature required by GAAP to be reflected this Agreement in a balance sheetaccordance with Section 5.17, except (i) Liabilities that are accrued or reserved against will be prepared in accordance with GAAP applied on a consistent basis throughout the Financial Statements periods indicated (or except as may be indicated in the notes thereto), (ii) will 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 and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, transactions contemplated hereby or thereby and (iv) for Liabilities expressly contemplated that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect a balance sheet in all material respects all transactions relating to the Companyaccordance with GAAP. (d) The Unaudited Financial Statements were prepared Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Accounting PrinciplesGroup Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (e) Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, since the incorporation of the Company, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to SPAC a draft of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 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 “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 3.6(a)(i3.4(a) of the Company Disclosure Letter sets forth Schedules (i) an audited all such balance sheet of the Company as of December 31sheets and statements, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”). The Each of the Financial Statements present fairly(including the notes thereto) (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) 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 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. All financial statements delivered pursuant to Section 5.16, (A) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes) and (B) will fairly present, in all material respects, the financial position and position, results of operations and cash flows of the Company Group Companies as of the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterotherwise specifically noted therein. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued as set forth on the face of or reserved against otherwise provided for in the Financial Statements Latest Balance Sheet (or the notes thereto), (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) and (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure LetterTransactions, (iv) none of the Group Companies nor Merger Sub has any Liabilities expressly contemplated of the type required to be incurred by this Agreementset forth on a balance sheet in accordance with GAAP that would be material to the Group Companies, or (v) Liabilities which would not have taken as a Material Adverse Effectwhole. (c) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Except as set forth on Section 3.6(b) Group Companies in the ordinary course of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Companybusiness. (d) The Unaudited Financial Statements were prepared Since January 1, 2018, no Group Company has received any written complaint, or, to the knowledge of the Company, any allegation, assertion or claim that there is (i) a “significant deficiency” in accordance with the Accounting Principlesinternal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the Company Disclosure Letter sets forth (i) an The audited consolidated balance sheet sheets of the Company Group Companies as of December 31, 2009, December 31, 2008 2020 and December 31, 2007 2021, and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Company Group Companies for each of the fiscal years periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 20092021, December 31and the related unaudited consolidated statements of operations, 2008 comprehensive income, convertible preferred stock and December 31stockholders’ equity and cash flows of the Group Companies for the twelve-month periods then ended (collectively, 2007, together with certain notes thereto (the “Audited Closing Company Parties Financial Statements”), which Audited Financial Statements are accompanied by when delivered following the unqualified opinion date of KPMG LLP this Agreement in accordance with Section 5.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the “Auditor”) and periods indicated (except as may be indicated in the notes thereto), (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairlywill fairly present, in all material respects, the financial position and position, results of operations and cash flows of the Company Party and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (iii) will comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial StatementsRegulation S-K, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterapplicable). (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued as set forth or reserved against disclosed in the Closing Company Parties Financial Statements (or the notes thereto)Statements, (ii) for Liabilities which have arisen since September 30incurred in connection with the negotiation, 2010 that were preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iii) for Liabilities incurred in the ordinary course of businessbusiness since the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021 (iiithe “Latest Balance Sheet Date”) Liabilities disclosed in or (iv) as otherwise set forth on Section 3.6(b3.4(b) of the Company Parties Disclosure LetterSchedule, (iv) no Company Party and its Subsidiaries has any Liabilities expressly contemplated of the type required to be incurred by this Agreement, or (v) Liabilities which would not have set forth on a Material Adverse Effectbalance sheet in accordance with GAAP. (c) Each Company Party and its Subsidiaries have established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company Party’s and its Subsidiaries’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Except as set forth on Section 3.6(b) Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect Group Companies in all material respects all transactions relating to the Companyrespects. (d) The Unaudited Financial Statements were prepared Except as set forth in accordance with Section 3.4(d) of the Accounting PrinciplesCompany Parties Disclosure Schedule, since December 31, 2018, no Company Party or its Subsidiaries has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of a Group Company to each Company Party’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of a Group Company to each Company Party’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of a Group Company who have a role in the internal controls over financial reporting of a Group Company.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to HighCape a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Group Companies as of December 31, 20092019, December 31, 2008 and December 31, 2007 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, convertible preferred stock and stockholders’ deficit and cash flows of the Company Group Companies for each of the fiscal years ended periods then ended, (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 20092020, 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, 2008 2019 and December 31, 2007, together with certain notes thereto 2020 (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “AuditorLatest Balance Sheet”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement consolidated statements of earnings operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Company Group Companies for each of the nine-month period periods then ended (the financial statements described in this clause clauses (i), (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements(iii) are collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes thereto) (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 financial position and position, results of operations and cash flows of the Company Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) in the case of the Financial Statements included in clause (iii) only, were prepared in accordance with the standards of the PCAOB, and comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial StatementsRegulation S-K, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterapplicable). (b) The audited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2020, 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 (the “Closing Company does not have any Liabilities Audited Financial Statements”), when delivered following the date of a nature required by GAAP to be reflected this Agreement in a balance sheetaccordance with Section 5.17, except (i) Liabilities that are accrued or reserved against will be prepared in accordance with GAAP applied on a consistent basis throughout the Financial Statements periods indicated (or except as may be indicated in the notes thereto), (ii) will 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, (iii) will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Company’s auditors, and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, transactions contemplated hereby or thereby and (iv) for Liabilities expressly contemplated that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect a balance sheet in all material respects all transactions relating to the Companyaccordance with GAAP. (d) The Unaudited Financial Statements were prepared Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Accounting PrinciplesGroup Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (e) Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, since the incorporation of the Company, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Attached hereto as Exhibit C are true and complete copies of the Company Disclosure Letter sets forth (i) an audited balance sheet statement of the Company as of December 31assets, 2009liabilities and stockholders’ equity- income tax basis, December 31, 2008 and December 31, 2007 and the related audited statements of revenues and expenses and retained earnings, shareholder’s equity and comprehensive income, and cash flows of – all on the income tax basis, for each Company for the fiscal years ended December 31, 20092003, December 31, 2008 2004 and December 31, 2007, together with certain notes thereto 2005 (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Annual Statements”), and the balance sheets and related statements of assets, liabilities and stockholders’ equity - income tax basis, and related statements of revenues and expenses and retained earnings, and cash flows – all on the income tax basis for each Company for the five (5) months ended May 31, 2006 (collectively, the “Interim Statements” and, together with the Audited Financial Annual Statements, the “Financial Statements”). The December 31, 2005 Annual Statements are referred to herein as the “2005 Statements” and the December 31, 2005 statement of assets, liabilities and stockholders’ equity – income tax basis is referred to herein as the “2005 Balance Sheet.” (b) Each of the Financial Statements (i) has been prepared based on the books and records of each Company and each such Company’s normal accounting practices, consistent with past practice and with each other, and present fairly, in all material respects, fairly the financial position and condition, results of operations and cash flows flow of the each such Company as of the respective dates indicated or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involvedindicated; and (ii) has been prepared in accordance with the income tax basis of accounting, exceptapplied consistently throughout and among the period covered thereby; provided, in however, that the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and Interim Statements are subject to normal year-end adjustments, including and do not contain all footnotes required by the normal year-end adjustments income tax basis of accounting. (c) Except as set forth on Section 3.6(a)(ii) of the Schedule 4.07(c), neither Company Disclosure Letter. (b) The Company does not have has any Liabilities Liability of a nature type that would be required by under GAAP to be reflected in disclosed on a balance sheetsheet or in the footnotes thereto, except for (i) Liabilities that are accrued reflected or reserved against in the Financial Statements (or the notes thereto), applicable 2005 Balance Sheet and (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) business of each such Company since the date of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company2005 Balance Sheet. (d) The Unaudited Financial Statements were prepared in accordance with Schedule 4.07(d) reflects all of the Accounting PrinciplesClosing Date Debt of each Company that will be outstanding as of the Closing Date.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iAttached hereto as Schedule 6.06(a) are true and complete copies of the Company Disclosure Letter sets forth financial statements of each of EFS and RPS consisting of (i) an audited balance sheet sheets of the Company EFS and RPS as of December 31, 20092013, December 31, 2008 2012 and December 31, 2007 and 2011and the related audited statements of earnings, shareholder’s equity income and comprehensive income, members’ capital and cash flows of the Company for the fiscal years year then ended December 31(including the notes or other supplementary information thereto) (collectively, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Year-End Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet sheets of the Company EFS and RPS as of September 30March 31, 2010 2014 and 2013 (the “Latest Balance Sheets”), and the related unaudited statement reviewed statements of earnings of the Company income and members’ capital and cash flows for the ninethree-month period then ended (the financial statements described in this clause (ii), the “Unaudited Interim Financial Statements”),” and, and together collectively with the Audited Year-End Financial Statements, the “Financial Statements”). The . (b) Each of the Financial Statements (including the notes or other supplementary information thereto) (i) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and (ii) present fairly, in all material respects, the financial position of EFS and results of operations and cash flows of the Company RPS as of the respective dates or thereof and the results of their operations and cash flows for the respective periods set forth thereinindicated, all in conformity subject to the absence of notes and other textual disclosures required by GAAP. The books and records of EFS and RPS have been and are being maintained in all material respects in accordance with applicable legal and accounting requirements to permit preparation of the financial statements in accordance with GAAP consistently applied during the periods involvedand to maintain asset accountability. (c) Except as set forth on Schedule 6.06(c), except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statementsno Acquired Entity has any liability (and, to the absence Knowledge of footnotes and any Contributor, there is no reasonable basis for any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against any Acquired Entity giving rise to normal year-end adjustmentsany liability), including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except other than (i) Liabilities that are accrued liabilities reserved or reserved against in disclosed on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) Liabilities liabilities which have arisen since September 30, 2010 that were incurred after the date of the Latest Balance Sheet in the ordinary course of businessbusiness of the Acquired Entities (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Laws), (iii) Liabilities disclosed liabilities which have been discharged or paid in Section 3.6(b) full after the date of the Company Disclosure LetterLatest Balance Sheet in the ordinary course of business of the Acquired Entities (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Laws) or (iv) Liabilities expressly contemplated liabilities that are obligations to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating perform pursuant to the Companyterms of any Contract binding on the Acquired Entities. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the Company Disclosure Letter sets forth (i) an CBS has previously delivered to Purchaser the audited combined balance sheet of (the Company as of December 31, 2009, December 31, 2008 "Balance Sheet") and December 31, 2007 and the related audited statements of earnings, shareholder’s equity income and comprehensive income, and ------------- cash flows of the Company Business (except as set forth in Schedule 4.1(c)(i)(A)) as of and for the fiscal years year ended December 31, 2009, December 31, 2008 and December 31, 20071997, together with certain the notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the to such financial statements described in this clause (ii)collectively, the “Unaudited "Financial --------- Statements”), and together with the Audited Financial Statements, the “Financial Statements”"). The Financial Statements have been prepared from the books ---------- and records of CBS and its Subsidiaries relating to the Business and, except as described in the notes thereto or the independent auditors' report thereon, or otherwise indicated in the Financial Statements, have been prepared in accordance with GAAP consistently applied and present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company Business (except as set forth in Schedule 4.1(c)(i)(A)) as at the dates and for the periods indicated. Schedule 4.1(c)(i)(B) sets forth a complete and correct reconciliation of the respective dates or for Financial Statements to the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, 1997 balance sheet and income statement contained in the case of information memorandum dated March 1998 provided by CBS to potential purchasers (the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter."Memorandum"). ---------- (bii) The Company does not have any Liabilities of a nature required by GAAP to be Except (A) as disclosed, reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or Balance Sheet and the notes thereto), (iiB) for items set forth in Schedules 4.1(c)(ii) and 4.1(e) or any other Schedule hereto, (C) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course Ordinary Course of business, (iii) Liabilities disclosed in Section 3.6(b) Business since the date of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which Balance Sheet that would not reasonably be expected to have a Material Adverse Effect, (D) for Liabilities incurred in connection with this Agreement and the transactions contemplated hereby, (E) for Excluded Liabilities, (F) for Liabilities pursuant to any lawsuit, action or proceeding and (G) for Income Taxes, as of the date hereof there is no material liability related to the Business and none of the Sold Subsidiaries has any material liabilities, in each case of a nature required to be reflected on a balance sheet for the Business prepared in accordance with GAAP. (ciii) The Financial Statements were prepared from All Accounts Receivable reflected on the books Balance Sheet and records all Accounts Receivable that have arisen since the date of the CompanyBalance Sheet, (A) have arisen from bona fide sales transactions in the Ordinary Course of Business, and (B) represent valid and binding obligations due to the Sellers or Sold Subsidiaries, and are, and immediately following the Closing will be, enforceable in accordance with their terms (subject to the Bankruptcy Exception). Except Schedule 4.1(c)(iii) lists any obligor which together with all of its Affiliates owed, as set of May 31, 1998, amounts billed and uncollected by Sellers and the Sold Subsidiaries in an aggregate amount of $5,000,000 or more. Schedule 4.1(c)(iii) also sets forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books a complete and records which fairly reflect correct list in all material respects of all transactions relating to the Companyset-offs or claims in respect of accounts receivable as of such date in an amount billed and uncollected with an invoice amount in excess of $500,000. (div) All the Inventory held for use or sale by any Seller or Sold Subsidiary consists of items that are of a quality and quantity usable and salable in the Ordinary Course of Business consistent with past practice, subject to normal and customary allowances in the industry for damage and outdated items. (v) The Unaudited Financial Statements order backlog information of the Business at the date of the Balance Sheet set forth in Schedule 4.1(c)(v) is true and correct in all material respects. The orders comprising the backlog of the Business reflect bona fide transactions entered into in the Ordinary Course of Business. (vi) The financial projections contained in the Memorandum were prepared in accordance with good faith utilizing assumptions which management of CBS believed to be reasonable as of the Accounting Principlestime of such preparation (it being acknowledged by Purchaser that actual results may vary from such projections, and that such variances may be material).

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) TLG has --------------------------------------------- heretofore delivered to Dentsu complete and correct copies of the Company Disclosure Letter sets forth following financial statements (the "Financial Statements"): (i) an audited the consolidated balance sheet sheets of the Company Xxx Xxxxxxx Worldwide, Inc. (which was subsequently renamed The Xxx Group, Inc.) and its subsidiaries as of December 31, 2009, December 31, 2008 1998 and December 31, 2007 1997 and the related audited consolidated statements of earnings, shareholder’s equity and comprehensive income, shareholders' investments and cash flows of the Company for the fiscal years ended then ended, together with auditor's reports thereon by Xxxxxx Xxxxxxxx LLP, (ii) the consolidated balance sheets of Xxx Xxxxxxx Company, Inc. (which was subsequently renamed Xxx Xxxxxxx USA, Inc.) and its subsidiaries as of December 31, 2009, December 31, 2008 1998 and December 31, 20071997 and the related consolidated statements of income, shareholders' investments and cash flows for the years then ended, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied auditor's reports thereon by the unqualified opinion of KPMG Xxxxxx Xxxxxxxx LLP (with the “Auditor”December 31, 1998 balance sheets described in clauses (i) and (ii) an unaudited being sometimes herein collectively referred to as the "1998 Balance Sheets") and (iii) the consolidated balance sheet sheets of the Company TLG and its subsidiaries as of September at March 31, 1999 and June 30, 2010 1999 and the related unaudited statement consolidated statements of earnings of the Company income, shareholders' investments and cash flows for the nine-month period periods then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”)ended. The Financial Statements present fairly, are complete and correct in all material respects, have been derived from the financial position accounting books and results of operations and cash flows records of the Company as of the respective dates or for the respective periods set forth thereinindicated entities, all and have been prepared in conformity in all material respects accordance with GAAP consistently applied during on a consistent basis throughout the periods involved, except, presented in the case of the Audited Financial Statements, as stated in the notes thereto, and Statements subject, in the case of the interim unaudited interim financial statementsFinancial Statements, to the absence of footnotes and only to normal year-end adjustments, including the normal recurring year-end adjustments set forth on Section 3.6(a)(ii) (which adjustments are not material individually or in the aggregate). The Financial Statements fairly present the consolidated financial condition and consolidated results of operations of the Company Disclosure Letterindicated entities as of the dates and for the periods indicated. (b) The Company does To the Knowledge of BDM, no member of the TLG Group is subject to any liabilities or obligations of any nature (including unasserted claims), whether absolute, contingent, accrued or otherwise and whether due or to become due, that are material to the BDM Group taken as a whole and that are not have any Liabilities shown or are in excess of a nature required by GAAP to be reflected amounts shown or reserved for in a balance sheetthe 1998 Balance Sheets, except other than: (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 liabilities that were incurred by TLG or such Subsidiary after the date of the December 31, 1998 balance sheet in the ordinary course of business, business consistent with past practice and (iiiii) Liabilities liabilities specifically disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, Schedule or (v) Liabilities which would not have a Material Adverse Effectin the Offering Memorandum. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to JAWS a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Group Companies as of December 31, 2009, December 31, 2008 2018 and December 31, 2007 2019 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, stockholders’ deficit and cash flows of the Company Group Companies for each of the fiscal years ended December 31periods then ended, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an the unaudited consolidated balance sheet sheets of the Company Group Companies as of September 30, 2010 2019 and September 30, 2020 (the “Latest Balance Sheet”) and the related unaudited statement consolidated statements of earnings operations and comprehensive loss, stockholders’ deficit and cash flows of the Company Group Companies for each of the nine-month period periods then ended (the financial statements described in this clause clauses (i) and (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes thereto) (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 financial position and position, results of operations and cash flows of the Company Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the American Institute of Certified Public Accountants and contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial StatementsRegulation S-K, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterapplicable). (b) The audited consolidated balance sheet of the Group Companies as of December 31, 2020 and the related audited consolidated statement of operations and comprehensive loss, stockholders’ deficit and cash flow of the Group Companies for the twelve month period then ended (the “Closing Company does not have any Liabilities Audited Financial Statements”) and the Required Company Audited Financial Statements, in each case, when delivered following the date of a nature required by GAAP to be reflected this Agreement in a balance sheetaccordance with Section 5.16, except (i) Liabilities that are accrued or reserved against will be prepared in accordance with GAAP applied on a consistent basis throughout the Financial Statements periods indicated (or except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the dates thereof and for the periods indicated therein, except as otherwise specifically noted therein and (iii) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (d) Except as set forth in Section 3.6(b3.4(d) of the Company Disclosure LetterSchedule, the Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (ivi) Liabilities expressly contemplated all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to be incurred permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by this Agreementthe Financial Statements, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the maintained books and records of the Company. Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (e) Except as set forth on in Section 3.6(b3.4(e) of the Company Disclosure LetterSchedule, since the incorporation of the Company, no Group Company maintains accurate books and records which fairly reflect has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in all material respects all transactions relating the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iSchedule 6.18(a) sets forth a true and complete copy of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30May 31, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended 2023 (the financial statements described in this clause (ii)such balance sheet, the “Unaudited Financial StatementsBalance Sheet”, and such date, the “Balance Sheet Date”), and together with the Audited Financial Statements, . Such financial statements are collectively referred to as the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Financial Statements (i) Liabilities that are accrued or reserved against present fairly in all material respects the Financial Statements financial position (or as to customary balance sheet items) of the notes thereto)Company at the date indicated, (ii) Liabilities which have arisen since September 30were prepared in accordance with GAAP, 2010 consistently applied (except that were incurred in the ordinary course of businessFinancial Statements do not contain all notes required by GAAP and are subject to normal year-end audit adjustments), and (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared derived from the books and records of the Company. , which books and records are accurate and complete in all material respects. (c) Except as set forth on Section 3.6(b) of the Company Disclosure LetterSchedule 6.18(c), the Company maintains accurate books does not have any Liabilities except for (i) Liabilities reflected or reserved against on the Balance Sheet as of the Balance Sheet Date, (ii) Liabilities reflected in the Pre-FID Budget, (iii) Liabilities incurred after the Balance Sheet Date in the ordinary course of business and records which fairly reflect are not, individually or in all the aggregate, material respects all transactions relating in amount and do not result from breach or violation of any Contract, Permit, or Law, (iv) Liabilities pursuant to the Companyterms of the Material Contracts (other than such Liabilities arising from a breach thereof), and (v) Liabilities expressly provided for under this Agreement. (d) The Unaudited Financial Statements were prepared Except as set forth on Schedule 6.18(d), (i) the Company does not have any indebtedness for borrowed money and (ii) there are not any authorizations for expenditure or other unpaid capital expenditures which the Company (or, with respect to the Project, Xxxxxx or its Affiliates) has incurred or agreed to pay other than as set forth in accordance with the Accounting PrinciplesPre-FID Budget.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Prior to the date of the Company Disclosure Letter sets forth this Agreement, Buyer has made available to Seller complete copies of: (i) an audited the unaudited interim consolidated balance sheet of TVG Holdings as of September 30, 2023 (the Company “Buyer 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 sheet of TVG Holdings as of December 31, 2009, December 31, 2008 2022 and December 31, 2007 2021 and the related audited consolidated statements of earningsoperations, shareholder’s comprehensive income (loss), changes in members’ equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31then ended, 2009, December 31, 2008 and December 31, 2007, together with certain including the related notes thereto (such financial statements and notes referred to in the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP foregoing clauses (the “Auditor”i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Buyer Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). . (b) The Buyer Financial Statements (i) were prepared from the books and records of TVG Holdings and its Subsidiaries, (ii) present fairly, in all material respects, the consolidated financial position of TVG Holdings and its Subsidiaries at the respective dates thereof and the consolidated results of operations and cash flows of the Company as of the respective dates or TVG Holdings and its Subsidiaries for the respective periods set forth therein, all covered thereby; and (iii) were prepared in conformity in all material respects accordance with GAAP consistently applied during on a consistent basis throughout the periods involvedcovered thereby, except, in except (x) for the case absence of the Audited Financial Statements, as stated in the notes thereto, and subject, normal year-end adjustments in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustmentswhich adjustments shall not be, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued individually or reserved against in the Financial Statements (or the notes thereto)aggregate, (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effectmaterial. (c) The Financial Statements were prepared from Since September 30, 2023 through the books and records 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 Company. Except as type required to be set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were a balance sheet prepared in accordance with GAAP, other than (i) any Liability disclosed, reflected or reserved for in the Accounting Principles.Buyer Latest Balance Sheet, (ii) any Liability that has

Financial Statements; Undisclosed Liabilities. Other Documents. (a) Section 3.6(a)(iFor purposes of this Agreement, "SRS --------------- Financial Statements" shall mean (x) the audited consolidated financial statements of SRS as of June 30, 1995 and June 30, 1994 and the fiscal years then ended (including all notes thereto), consisting of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 sheets at such dates and the related audited statements of earningsincome, shareholder’s stockholders' equity and comprehensive incomecash flows for the years then ended (the "SRS Audited consolidated Financial Statements"), and (y) the unaudited consolidated financial statements of SRS as of February 29, 1996 and February 28, 1995 (including all notes thereto), consisting of the balance sheets at such dates and the results of operations for the eight months then ended (the "SRS Interim Financial Statements"). The Audited SRS Financial Statements have been prepared in accordance with U.S. GAAP consistently applied (except as may be indicated therein or in the notes thereto), present fairly the financial position of SRS as at the dates thereof and the results of operations, stockholders' equity and cash flows of the Company SRS for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto periods covered thereby (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the any unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments), including and are substantially in accordance with the normal year-end adjustments set forth financial books and records of SRS. The SRS Interim Financial Statements are in accordance with the books and records of SRS and have been prepared on Section 3.6(a)(ii) a consistent basis with those of prior years. Except for the absence of adequate disclosure, relating to the absence of footnotes, and stockholders' equity and cash flow statements, the SRS Interim Financial Statements present fairly SRS' financial position as of the Company Disclosure Letterdates of the SRS Interim Financial Statements and the results of operations for the periods covered by these statements. (b) The Company SRS does not have any Liabilities liabilities or obligations of a nature required by GAAP any nature, whether accrued, absolute, contingent or otherwise, which individually or in the aggregate could be reasonably expected to be reflected in a balance sheet, have an SRS Material Adverse Effect (as defined below) except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(bor reflected in the balance sheet at February 29, 1996 (the "SRS Interim Balance Sheet") of included in the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited SRS Financial Statements were prepared or (ii) liabilities and obligations incurred since February 29, 1996 in accordance with the Accounting Principlesordinary and usual course of its business.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to ARYA a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet of the Company Group Companies as of December 31, 2009, December 31, 2008 and December 31, 2007 2017 and the related audited consolidated statements of earnings, shareholder’s equity and comprehensive income, income and cash flows of the Company Group Companies for the fiscal years year then ended and (ii) the most recent draft of the unaudited consolidated balance sheet of the Group Companies as of December 31, 2009, December 31, 2008 2018 and December 31, 2007, together with certain notes thereto 2019 (the “Audited Financial StatementsLatest Balance Sheet Date”), which Audited Financial Statements are accompanied by ) and the unqualified opinion related unaudited consolidated statements of KPMG LLP income and cash flows of the Group Companies for each of the years then ended (the “Auditor”clauses (i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedule and, in the case of clause (i), contains an unqualified report of the Company’s auditors. The Each of the Financial Statements present fairly(including the notes thereto) (A) was prepared in accordance with International Financial Reporting Standards (“IFRS”) 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 financial position and position, results of operations and cash flows of the Company Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (A) The audited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2018 and the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case related audited consolidated statements of income and cash flows of the Group Companies for each of the years then ended (the “Closing Company Audited Financial Statements”), as stated when delivered following the date of this Agreement in the notes theretoaccordance with Section 6.15, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against will be prepared in accordance with IFRS applied on a consistent basis throughout the Financial Statements periods indicated (or except as may be indicated in the notes thereto), (ii) will 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, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of the Company’s auditors. (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, transactions contemplated hereby or thereby and (iv) for Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which that are not and would not have a Material Adverse Effect. (c) The Financial Statements were prepared from reasonably be expected to be, individually or in the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letteraggregate, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the CompanyGroup Companies, taken as a whole, no Group Company has any Liabilities. (d) The Unaudited Financial Statements were prepared Since January 1, 2018, no Group Company has received any written complaint, allegation, assertion or claim that there is (A) “significant deficiency” in accordance with the Accounting Principlesinternal controls over financial reporting of the Group Companies to the Company’s knowledge, (B) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (C) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The --------------------------------------------- Borrower has heretofore furnished to the Lenders the audited consolidated balance sheets of the Company Disclosure Letter sets forth Seller (ithe "Seller Balance Sheet") an audited balance sheet of and the Company Borrower (the -------------------- "Borrower Balance Sheet"), in each case as of December March 31, 20091996, December 31, 2008 and December 31, 2007 and the related audited ---------------------- consolidated statements of earnings, shareholder’s equity and comprehensive income, income and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, Seller (together with certain notes thereto (the “Audited Seller Balance Sheet, the "Seller Financial Statements”)") and the Borrower --------------------------- (together with the Borrower Balance Sheet, which Audited the "Borrower Financial Statements", the Seller ----------------------------- Financial Statements and the Borrower Financial Statements are accompanied by referred to collectively as the unqualified opinion of KPMG LLP (the “Auditor”"Financial Statements") and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then year ended (the financial statements described in this clause (ii)March 31, the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”)1996. -------------------- The Financial Statements have been prepared in conformity with generally accepted accounting principles consistently applied and on that basis fairly present fairlythe consolidated financial condition, in all material respects, the financial position and results of operations and cash flows of the Company Seller and the Borrower, respectively, as of the respective dates or thereof and for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterindicated. (b) The Company does As of the Closing Date, the Borrower and the Subsidiaries do not have any Liabilities liability, contingent or otherwise, in excess of a nature $500,000 and do not have any material liabilities, contingent or otherwise, or material obligations required by GAAP to be reflected in set forth on a consolidated balance sheetsheet of the Borrower, except (i) Liabilities that are accrued as disclosed, reflected or reserved against in the Financial Statements (or the notes thereto)Seller Balance Sheet, (ii) Liabilities which have arisen since September 30for items set forth in Schedule 3.05, 2010 that were and (iii) for liabilities and obligations incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) business consistent with past practice since the date of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Seller Balance Sheet and not in violation of the Recapitalization Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were Borrower has heretofore delivered to the Lenders its unaudited consolidated balance sheet as of March 31, 1996, prepared from on a pro forma basis after giving effect to the books Recapitalization. Such pro forma balance sheet has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Confidential Information Memorandum (which assumptions are believed by the Borrower on the date hereof and records on the Closing Date to be reasonable), is based on the best information available to the Borrower as of the Company. Except as set forth date of delivery thereof, accurately reflects all adjustments required to be made to give effect to the Recapitalization and presents fairly on Section 3.6(b) a pro forma basis the estimated consolidated financial position of the Company Disclosure LetterBorrower and its Consolidated Subsidiaries as of March 31, 1996, assuming that the Company maintains accurate books and records which fairly reflect Recapitalization had actually occurred on that date. The Borrower has no reason to believe that such pro forma balance sheet is misleading in all any material respects all transactions relating to respect in light of the Companycircumstances existing at the time of the preparation thereof. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iSchedule 3.2.8(a) of the Company Disclosure Letter sets forth contains (i) an audited unaudited balance sheet sheets of the Company as of MMX Amapá at December 31, 2009, December 31, 2008 2004 and December 31, 2007 2005 and the related audited statements of earnings, shareholder’s equity operations and comprehensive income, statements of sources and cash flows uses of the Company funds for the fiscal years ended December 31then ended, 2009(ii) unaudited balance sheets of MMX Amapá and of Logística at June 30, December 31and September 30, 2008 2006 (such balance sheets at September 30, 2006 of each of MMX Amapá and December 31, 2007, together with certain notes thereto (Logística being defined as the “Audited Financial StatementsBalance Sheet”)) and the related statements of operations and statements of sources and uses of funds for the fiscal periods then ended and (iii) audited balance sheets of the Quotaholder at June 30, which Audited Financial Statements are and September 30, 2006 and the related statements of operations and statements of sources and uses of funds for the fiscal periods then ended, accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the accountants reports thereon. Such financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position of the Amapá Companies to which they relate as of the dates thereof and the results of their operations and cash flows for the periods specified therein in conformity with the regulations of the Company as Brazilian Securities Commission (CVM) and with Brazilian generally accepted accounting principles, consistently applied. All liabilities reflected on the Balance Sheet running to MMX S.A. or any Affiliate of MMX S.A. relate only to the development of the respective dates or for the respective periods Amapá Project. (b) Except as set forth thereinin Schedule 3.2.8(b), all in conformity in all material respects with GAAP consistently applied during none of the periods involvedAmapá Companies has any indebtedness or other liability whatsoever, exceptwhether known, due or to become due, accrued, absolute, contingent or otherwise, direct or indirect, which is not shown or provided for on the Balance Sheet, or, in the case of the Audited Financial StatementsQuotaholder, as stated on the September 30, 2006 balance sheet referred to in Section 3.2.8(a)(iii), other than current liabilities incurred or accrued in the notes thereto, and subject, in the case Ordinary Course of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen Business consistent with past practice since September 30, 2010 that were incurred in the ordinary course of business2006, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letterand, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the CompanyKnowledge of Seller, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such an indebtedness or other liability. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to RACA a true and complete copy of the audited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2020 (the "Latest Balance Sheet") and the related audited consolidated statements of operations and comprehensive loss, stockholders' deficit and cash flows of the Group Companies for each of the periods then ended (collectively, the "Financial Statements"), each of which are attached as Section 3.6(a)(i3.4(a) of the Company Disclosure Letter sets forth (i) an audited balance sheet Schedules. Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as of December 31, 2009, December 31, 2008 and December 31, 2007 and may be indicated in the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”thereto), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”B) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairlyfairly presents, in all material respects, the financial position and position, results of operations and cash flows of the Company Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the Financial Statements described in clause (i) of the preceding sentence, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company's auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial StatementsRegulation S-K, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterapplicable). (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which any member of the Group Companies is a party (other than Liabilities for breach thereof), and (v) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP. (c) Except as set forth in Section 3.6(b3.4(c) of the Company Disclosure LetterSchedules, the Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (ivi) Liabilities expressly contemplated all transactions are executed in accordance with management's authorization and (ii) all transactions are recorded as necessary to be incurred permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies' assets. The Group Companies maintain and, for all periods covered by this Agreementthe Financial Statements, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the maintained books and records of the Company. Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Except as set forth on in Section 3.6(b3.4(d) of the Company Disclosure LetterSchedules, since the incorporation of the Company, no Group Company maintains accurate books and records which fairly reflect has received any written complaint, allegation, assertion or claim that there is (i) "significant deficiency" in all material respects all transactions relating the internal controls over financial reporting of the Group Companies to the Company's knowledge, (ii) a "material weakness" in the internal controls over financial reporting of the Group Companies to the Company's knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Parent has delivered to Purchaser true and complete copies of Balance Sheets and Statements of Operations with respect to the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company Practices as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years year ended December 31, 20092000, December and as of and for the month ended January 31, 2008 and December 31, 2007, together with certain notes thereto 2001 (the “Audited "Financial Statements”"), which Audited and the Financial Statements are accompanied by attached hereto as Schedule 4.6(a). To the unqualified opinion Knowledge of KPMG LLP (the “Auditor”) Parent and (ii) an unaudited balance sheet Sellers, all of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, fairly the financial position condition and results of operations and cash flows of the Company as of Practices for the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterindicated thereon. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except for (i) Liabilities that are accrued or reserved against in the liabilities reflected on the December 31, 2000 balance sheet included with the Financial Statements (or the notes thereto)Statements, (ii) Liabilities which have arisen trade payables and accrued expenses incurred since September 30, 2010 that were incurred such date in the ordinary course of business, none of which are material, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letterexecutory contract obligations under contracts listed on Schedule 1.1, and (iv) Liabilities expressly contemplated the liabilities set forth in Schedule 4.6(b) attached hereto, none of Parent, Sellers or, to the Knowledge of Parent or Sellers, the Practices has any liabilities or obligations with respect to the Practices (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be incurred by this Agreementreflected or reserved against in a balance sheet in accordance with generally accepted accounting principles ("GAAP")) which, individually or in aggregate, would have a material adverse effect on the financial condition, results of operation, or (v) Liabilities which would not have a Material Adverse Effectprospects of the Practices or Purchaser's quiet enjoyment of the Assets. (c) The To the Knowledge of Sellers and Parent, except as otherwise set forth in Schedule 4.6(c), the accounts receivable of or with respect to the Practices reflected on the January 31, 2000 balance sheet included in the Financial Statements were prepared from the books and records all of the CompanyPractices' accounts receivable arising since such date (the "Balance Sheet Date") arose from bona fide transactions in the ordinary course of business, are current and collectible net of reserves shown on the Financial Statements. Except as set forth on Section 3.6(b) in Schedule 4.6(c), no such account has been assigned or pledged to any other person, firm or corporation by Parent or any Seller, or to the Knowledge of Parent and Sellers, by any prior owner of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the CompanyAssets or other third party. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to SPAC a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Group Companies as of December 31, 2009, December 31, 2008 2018 and December 31, 2007 2019 and the related audited statements of earningsoperations, shareholder’s changes in shareholders’ equity and comprehensive income, and cash flows of the Company Group Companies for each of the fiscal years periods then ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an the unaudited consolidated balance sheet sheets of the Company Group Companies as of September 30, 2010 2019 and September 30, 2020 (the “Latest Balance Sheet”) and the related unaudited statement statements of earnings operations, changes in shareholders’ equity and cash flows of the Company Group Companies for the nine-month period then ended (the financial statements described in this clause clauses (i) and (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes thereto) (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 financial position and position, results of operations and cash flows of the Company Group Companies as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and otherwise specifically noted therein (subject, in the case of the any unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including audit adjustments (none of which is expected to be material) and the normal year-end adjustments set forth on Section 3.6(a)(ii) absence of the Company Disclosure Letterfootnotes). (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law (whether civil or criminal) and none of which are material to the Group Companies, taken as a whole), (iii) for Liabilities disclosed that would not, individually or in Section 3.6(b) of the Company Disclosure Letteraggregate, reasonably be expected to be material to the Group Companies, taken as a whole, and (iv) for Liabilities expressly contemplated incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, none of the Group Companies nor Merger Sub has any Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have set forth on a Material Adverse Effectbalance sheet in accordance with GAAP. (c) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Except as set forth on in Section 3.6(b3.4(d) of the Company Disclosure LetterSchedules, the no Group Company maintains accurate books and records which fairly reflect in all material respects all transactions relating has received any written complaint, or, to the knowledge of the Company, any allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (de) No Group Company has received any stimulus or other funds under the CARES Act. (f) The Unaudited Financial Statements were prepared in accordance with the Accounting PrinciplesGroup Companies have not entered into any material off-balance sheet transactions.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to SPAC an accurate, true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Group Companies as of December 31, 2009, December 31, 2008 2019 and December 31, 2007 2020 and the related audited statements of earningsoperations, shareholder’s changes in shareholders’ equity and comprehensive income, and cash flows of the Company Group Companies for each of the fiscal years periods then ended December 31and (ii) the unaudited consolidated balance sheets of the Group Companies as of June 30, 20092020 and June 30, December 31, 2008 and December 31, 2007, together with certain notes thereto 2021 (the “Audited Financial StatementsLatest Balance Sheet”)) and the related unaudited statements of operations, which Audited Financial Statements are accompanied by changes in shareholders’ equity and cash flows of the unqualified opinion of KPMG LLP Group Companies for the six (the “Auditor”6)-month period then ended (clauses (i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis (except as may be indicated in the notes thereto) throughout the periods indicated, (B) is based upon and consistent with information contained in the books and records of the Company (which books and records are in turn accurate, correct and complete) and (C) fairly presents in all material respects, respects the financial position and position, results of operations and cash flows of the Company Group Companies as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and otherwise specifically noted therein (subject, in the case of the any unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including audit adjustments (none of which is expected to be material) and the normal year-end adjustments set forth on Section 3.6(a)(ii) absence of the Company Disclosure Letterfootnotes). (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of Contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed that would not, individually or in Section 3.6(b) of the Company Disclosure Letteraggregate, reasonably be expected to be material to the Group Companies, taken as a whole, and (iv) for Liabilities expressly contemplated incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, none of the Group Companies nor Merger Sub has any Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have set forth on a Material Adverse Effectbalance sheet in accordance with IFRS. (c) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Except as set forth on Section 3.6(b3.4(d) of the Company Disclosure LetterSchedules, no Group Company has received any written complaint, or, to the knowledge of the Company, any allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (e) The Group Companies have not entered into any material off-balance sheet transactions. (f) The financial projections delivered by the Company maintains accurate books to SPAC were prepared in good faith by the Company’s management based on their reasonable estimates and records which fairly assumptions with respect to the expected future financial performance of the Company at the time the projections were prepared and, as of the date of this Agreement, reflect in all material respects all transactions relating the Company management’s reasonable estimates and assumptions with respect to the expected future financial performance of the Company. (dg) The Unaudited Financial Statements Except as set forth on Section 3.4(g) of the Company Disclosure Schedules, the Company has no engagements with financial institutions of any kind, including, but not limited to, bonds, credit agreement, loan agreements and other arrangements, or warranties, Liens, liabilities and guarantees of any kind, which were prepared given in accordance connection with the Accounting Principlessuch engagements.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to SPAC true and complete copies of the audited consolidated balance sheets of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company and its Subsidiaries as of December 31, 2009, December 31, 2008 2020 and December 31, 2007 2021 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the fiscal years then ended December 31(collectively, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and the unaudited, draft consolidated balance sheets of the Company as of June 30, 2022 and the related unaudited, draft 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”), each of which are attached as Section 3.5(a) of the Company Disclosure Schedules. The Company Financial Statements present fairly(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) fairly present, in all material respects, as applicable, the financial position and position, results of operations and cash flows of the Company and its Subsidiaries as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involvedexcept as otherwise specifically noted therein, except, (iii) in the case of the Audited Company Financial Statements and 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 (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as stated in of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the 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 subject, in the case of the unaudited interim financial statements, to the absence of footnotes and are subject to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Except (i) as set forth in the Company does not have Financial Statements, (ii) for Liabilities incurred in the ordinary course of business as of June 30, 2022 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of the respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses and any Liabilities of arising out of, or related to, any Proceeding related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, including any stockholder demand contemplated by Section 2.8), (iv) either permitted to be incurred pursuant to or incurred in accordance with Section 5.1, (v) as set forth on the Company Disclosure Schedules, and (vi) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a nature whole, the Company and its Subsidiaries have no Liabilities required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September consolidated balance sheet as of June 30, 2010 that were incurred 2022 included in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse EffectFinancial Statements. (c) The Financial Statements were prepared from Company has established and maintains a system of internal accounting controls that is designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the books Company’s and records its Subsidiaries’ assets. (d) In the past three (3) years, neither the Company nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim, written or otherwise, that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Company. Except Company and its Subsidiaries, (ii) except as set forth on Section 3.6(b3.5(d) of the Company Disclosure LetterSchedule, a “material weakness” in the internal controls over financial reporting of the Company maintains accurate books and records which fairly reflect its Subsidiaries, or (iii) fraud, whether or not material, that involves management or other employees of the Company or its Subsidiaries who have a significant role in all material respects all transactions relating to the Companyinternal controls over financial reporting of the Company and its Subsidiaries. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of The Company has previously furnished to Purchaser the Company Disclosure Letter sets forth following financial statements (collectively, the "Financial Statements"): (i) an audited the unaudited consolidated balance sheet as of September 30, 2015 of Sage Products Holdings III, LLC and its Subsidiaries (the Company "Latest Balance Sheet," and September 30, 2015, the "Reference Date") and the related statements of income and cash flows for the 9-month period then ended and (ii) the audited consolidated balance sheet as of December 31, 2009, December 31, 2008 and December 31, 2007 2014 (the "Latest Audited Balance Sheet") and the related audited statements of earnings, shareholder’s equity and comprehensive income, income and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine12-month period then ended (the financial statements described in this clause (ii)of Sage Products Holdings III, the “Unaudited Financial Statements”), LLC and together with the Audited Financial Statements, the “Financial Statements”)its Subsidiaries. The 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, fairly in all material respects, respects the financial position 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 case of the unaudited Financial Statements to (x) the absence 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 in all material respects the consolidated financial condition of Sage Products Holdings III, LLC as of the dates therein indicated and 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 respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case date hereof there are no Liabilities of the Audited Company that would be required to be reflected or reserved against on an unconsolidated balance sheet of the Company prepared in accordance with GAAP. None of the Company or its Subsidiaries, or their respective officers and independent auditors, have identified or been made aware of any complaint, allegation, deficiency, assertion or claim, whether written or oral, regarding the Financial Statements, as stated in or any balance sheets or statements of income and cash flows prepared after the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure LetterLatest Balance Sheet. (b) The Company does not have any Liabilities and its Subsidiaries maintain a system of a nature required by GAAP internal accounting controls over financial reporting that are adequate in providing reasonable assurance regarding the reliability of financial reporting, including policies and procedures that are reasonably designed to be reflected in a balance sheet, except ensure (i) that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, (ii) that transactions are recorded accurately, and that receipts and expenditures of the Company and its Subsidiaries are being made in accordance with appropriate authorizations of management, and (iii) prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company and its Xxxxxxxxxxxx.Xx of the date hereof, neither the Company nor any of its Subsidiaries has any material Liabilities, except for Liabilities that are accrued (i) reflected or reserved against in on the Financial Statements Latest Balance Sheet (or the including any notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred after the date of the Latest Balance Sheet in the ordinary course of business, (iii) as contemplated by this Agreement or otherwise arising in connection with the Transactions to the extent such Liabilities are included in the computation of Closing Transaction Expenses, Closing Indebtedness, Closing Net Working Capital or SmartMed Estimated 2016 Earnout Payment Amount or (iv) disclosed in on Section 3.6(b3.6(c) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse EffectSchedule. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) 4.07 of the Company NexVerse Disclosure Letter sets forth Schedule includes copies of (ix) an the audited balance sheet of the Company as of December 31NexVerse at June 30, 20092002, December 31, 2008 and December 31, 2007 and together with the related audited statements of earnings, shareholder’s equity and comprehensive income, shareholders' equity and cash flows of the Company for the fiscal years period since inception and then ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain the notes thereto (the “"NexVerse Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”") and (iiy) an the unaudited interim balance sheet of the Company as of NexVerse at September 30, 2010 and 2002, together with the related unaudited statement of earnings of the Company income for the ninethree-month period then ended (the financial statements described in this clause (ii), the “"NexVerse Unaudited Financial Statements”)" and, and together with the NexVerse Audited Financial Statements, the “"NexVerse Financial Statements”"). The NexVerse Financial Statements Statements, including the notes thereto: (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby; (ii) present fairly, in all material respects, fairly the financial position and position, results of operations and cash flows of the Company NexVerse as of the respective such dates or and for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and then ended (subject, in the case of the unaudited interim financial statementsNexVerse Unaudited Financial Statements, to the absence of footnotes and to normal year-end adjustmentsaudit adjustments consistent with prior periods); and (iii) are correct and complete in all material respects, including and can be reconciled with the normal year-end adjustments set forth on Section 3.6(a)(ii) books of the Company Disclosure Letteraccount and records of NexVerse. NexVerse maintains and will continue to maintain an adequate system of internal controls established and administered in accordance with GAAP. (b) The Company Except as and to the extent set forth or reserved against on the balance sheets of NexVerse as reported in the NexVerse Unaudited Financial Statements, including the notes thereto, NexVerse does not have any Liabilities liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise), including, without limitation, any undisclosed liabilities or obligations of ipVerse, Inc., ("ipVerse") that would be required by GAAP to be reflected in on a balance sheetsheet prepared in accordance with GAAP and NexVerse's past practices, except (i) Liabilities that are accrued for immaterial liabilities or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were obligations incurred in the ordinary course of businessbusiness consistent with past practice since September 30, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect2002. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (ai) Section 3.6(a)(iThe consolidated financial statements of the Company and its consolidated Subsidiaries (including the related notes and schedules) included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2004 and in the Company’s Quarterly Report on Form 10-Q for the six months ended December 31, 2004 filed by the Company with the SEC (collectively, the “Company Financial Statements”), (A) complied as to form, as of its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, including all requirements pursuant to the Xxxxxxxx-Xxxxx Act of 2002, (B) have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, to the extent permitted by Form 10-Q under the Securities Exchange Act of 1934, as amended) applied on a consistent basis during the periods involved (except as may be disclosed therein) and (C) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The financial books and records of the Company and its Subsidiaries, taken as a whole, are true and correct in all material respects. (ii) Schedule 4.1(g)(ii) of the Company Disclosure Letter sets forth (i) an audited balance sheet Schedule contains a true and complete copy of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 unaudited Business Balance Sheet and the related audited statements unaudited consolidated statement of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company income for the fiscal years Business for the twelve month period ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto 2004 (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii)collectively, the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Business Financial Statements”). The Business Financial Statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company Business as of the their respective dates or and for the respective periods set forth indicated therein, all . The Business Financial Statements were prepared in conformity good faith and derived from the Company Financial Statements and were prepared in all material respects accordance with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, expressly described on Schedule 3.2 and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii4.1(g)(ii) of the Company Disclosure LetterSchedule. The Company is not aware of, is not contemplating, nor has it been notified, in writing or orally, by its auditors or by the SEC of any fact or circumstance, or proposed or potential adjustment, that might require an adjustment to the Company Financial Statements which would, if implemented, materially and adversely affect the Business Financial Statements. (biii) The Company does not have any All of the Liabilities reflected on the Business Balance Sheet are related to the Business and arose out of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business. Except (A) to the extent reflected or reserved against in the Business Balance Sheet, (iiiB) for Liabilities disclosed in Section 3.6(b) that are incurred after the date of the Company Disclosure LetterBusiness Balance Sheet and prior to the date hereof in the ordinary course of business consistent with past practices, (ivC) for Liabilities expressly contemplated to be that are incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from after the books and records date hereof in the ordinary course of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared business in accordance with the Accounting Principlesterms hereof, or (D) for Excluded Liabilities, there are no Liabilities relating to the Business that are or would be reasonably expected to be material to the Business.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to Dragoneer a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Group Companies as of December 31, 2009, December 31, 2008 2018 and December 31, 2007 2019 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, stockholders’ equity and cash flows of the Company Group Companies for each of the fiscal years periods then ended and (ii) the unaudited consolidated balance sheet of the Group Companies as of December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto 2020 (the “Audited Financial StatementsLatest Balance Sheet”)) and the related unaudited consolidated statements of operations and comprehensive loss, which Audited Financial Statements are accompanied by stockholders’ equity and cash flows of the unqualified opinion of KPMG LLP Group Companies for the period then ended (the “Auditor”clauses (i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), each of which is attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes thereto) (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 financial position and position, results of operations and cash flows of the Company Group Companies as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterotherwise specifically noted therein. (b) The audited consolidated balance sheet of the Group Companies as of December 31, 2020 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the period then ended (the “Closing Company does not have any Liabilities Financial Statements”), when delivered following the date of a nature required by GAAP to be reflected this Agreement in a balance sheetaccordance with Section 5.17, except (i) Liabilities that are accrued or reserved against will be prepared in accordance with GAAP applied on a consistent basis throughout the Financial Statements periods indicated (or except as may be indicated in the notes thereto), (ii) will 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, (iii) will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). Except as would not have a Company Material Adverse Effect, the financial position, results of operations and cash flows of the Group Companies presented in the Closing Company Financial Statements, when delivered following the date of this Agreement in accordance with Section 5.17, will be consistent with the financial position, results of operations and cash flows of the Group Companies presented in the unaudited Financial Statements as of and for the period ended December 31, 2020 made available to Dragoneer pursuant to Section 3.4(a)(ii), excluding, for the avoidance of doubt, differences in the footnote presentation to account for an audit in accordance with PCAOB standards. (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, transactions contemplated hereby or thereby and (iv) for Liabilities expressly contemplated that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect a balance sheet in all material respects all transactions relating to the Companyaccordance with GAAP. (d) The Unaudited Financial Statements were prepared Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Accounting PrinciplesGroup Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (e) Except as set forth in Section 3.4(e) of the Company Disclosure Schedule, since the incorporation of the Company, no Group Company has determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Attached hereto as Exhibit A are true and complete copies of the Company Disclosure Letter sets forth (i) an audited unaudited balance sheet of the Company Nice as of at December 31, 2009, December 31, 2008 and December 31, 2007 1995 (the "1995 Balance Sheet") and the related audited unaudited statements of earnings, shareholder’s equity income and comprehensive income, and statements of cash flows of and changes in the Company home-office account for the fiscal years ended December 31, 20091993, December 311994 and 1995 (collectively, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”"Annual Financials") and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement statements of earnings income and statements of cash flows and changes in the Company home-office account for the nine-month period then fiscal quarters ended March 31, June 30, and September 30, 1996 (the financial statements described in this clause (ii)collectively, the “Unaudited Financial Statements”)"Interim Financials and, and together with the Audited Financial StatementsAnnual Financials, the “Financial Statements”"Financials"). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Financials (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were been prepared from based on the books and records of Nice in accordance with the Companynormal accounting practices of Nice and Seller, consistent with past practice and with each other, and present fairly the financial condition, results of operations and statements of cash flow of Nice as of the dates indicated or the periods indicated; and (ii) with respect to contracts and commitments for the sale of goods or the provision of services by Nice, contain and reflect adequate reserves for all reasonably anticipated material losses and costs and expenses in excess of expected receipts. Any differences between GAAP and Seller's accounting practices, as well as the estimated magnitude of such impact on the Financials resulting from such differences, are set forth on Schedule 3.06(b) (c) Except as set forth on Section 3.6(b) of the Company Disclosure LetterSchedule 3.06(c), the Company maintains accurate books and records which fairly reflect in all there are no material respects all transactions Liabilities relating to the Company.Nice other than: (di) The Unaudited Financial Statements were prepared any Liability accrued as a Liability on the 1995 Balance Sheet; and (ii) Liabilities specifically disclosed and identified as such in accordance with the Accounting Principlesschedules to this Agreement.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) Seller has delivered to Buyer true and complete copies of the Company Disclosure Letter sets forth the: (i) an audited balance sheet sheets of the Company Seller as of December 31, 20092006, December 31, 2008 2005, and December 31, 2007 2004, and the related audited statements of earnings, shareholder’s equity and comprehensive income, income and cash flows of the Company for the fiscal years twelve-month periods ended December 31on each such date, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (ii) the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP Balance Sheet (the “Auditor”such financial statements referred to in (i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”). The Except as set forth in Section 3.2(a) of the Disclosure Schedule, the Financial Statements present fairly, in all material respects, the financial position of Seller and the results of operations and cash flows of the Company Seller as of the respective dates or and for the respective periods set forth therein, all indicated thereon in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statementsFinancial Statements, to the absence of footnotes notes and to normal year-period end adjustments, including none of which are expected to be material. Since December 31, 2006, Seller has not incurred any Liabilities except (u) Liabilities for the normal year-end adjustments Zachs Note, the Series G Promissory Notes, the 3rd Party Arrangement and customer deposits and prepayments set forth on Section 3.6(a)(iiSchedule 2.4(a)(i), (v) Liabilities for the Trade Payables set forth in Schedule 2.4(a)(iii), (w) Liabilities pursuant to the Loan Facility, (x) Liabilities arising in the Ordinary Course of Business, none of which are evidenced by any type of loan facility or other Contract evidencing indebtedness, or (y) Liabilities related to the Company Disclosure LetterUpgrade, Seller’s response to the RFP and the BLA submission, and (z) Liabilities related to the Contemplated Transactions. (b) The Company does not have any Except for those Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against shown in the Financial Statements (or the notes thereto)Balance Sheet, (ii) Seller has no Liabilities, other than Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed set forth in Section 3.6(b3.2(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse EffectSchedule. (c) The Financial Statements were Balance Sheet has been prepared from the books by Seller in good faith and records sets forth Seller’s reasonable assumptions, as of the Company. Except as time of preparation of such Balance Sheet, of the information set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Companytherein. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Attached hereto as Section 3.6(a)(i3.4(a) of the Company Disclosure Letter sets forth (i) an audited balance sheet Schedules are true, correct and complete copies of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the following financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementssuch financial statements, the “Financial Statements”): (i) audited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2017, and the related audited consolidated statements of income and cash flows of the Group Companies for the fiscal years then ended (the “Audited Financials”). ; and (ii) unaudited consolidated balance sheets of the Group Companies as of each of December 31, 2019 (the “Latest Balance Sheet”) and May 31, 2020, and the related unaudited consolidated statements of income and cash flows of the Group Companies for the twelve- (12-) and five- (5-) month period (as applicable) then ended. (b) The Financial Statements present fairly(i) have been prepared from, and reflect in all material respects, the books and records of the Group Companies, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto and subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments, none if which the Company reasonably believes are material, and (iii) fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth thereinthen ended, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statementsFinancial Statements, to the absence of footnotes and to normal year-end adjustments. (i) The audited consolidated balance sheet of the Group Companies as of December 31, including 2019, December 31, 2018 and December 31, 2017 and the normal year-end adjustments related audited consolidated statements of income and cash flows of the Group Companies for each of the periods then ended (the “Closing Company Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Group Companies as of June 30, 2020 and June 30, 2019 and the related unaudited consolidated statements of income and cash flows of the Group Companies for the six- (6-) month period then ended, when delivered following the date of this Agreement in accordance with Section 5.17, (w) will be prepared from, and reflect in all material respects, the books and records of the Group Companies, (x) will be prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods covered thereby, (y) will fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations for the periods then ended, and (z) in the case of the Closing Company Audited Financial Statements, will be audited in accordance with the standards of the PCAOB. (d) Except (i) as set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. Latest Balance Sheet (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or including the notes thereto), (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement, misappropriation or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iv) for Liabilities disclosed in Section 3.6(b3.4(d) of the Company Disclosure LetterSchedules, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which that would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as be required to be set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were a balance sheet prepared in accordance with the Accounting Principles, or (vi) for Liabilities that are not and would not reasonably be expected to be material to the Group Companies. No Group Company is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (e) Each Group Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with applicable accounting standards and to maintain accountability for the Group Companies’ assets. Since December 31, 2018, no Group Company has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to SPAC a true, correct and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet of the Company Group Companies as of December 31, 20092021, December 31, 2008 and December 312020, 2007 and the related audited consolidated statements of earningsoperations, shareholder’s equity and comprehensive income, and cash flows and changes of equity of the Company Group Companies for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007then ended, together with certain notes thereto (the “Audited Financial Statements”)auditor’s reports thereon, which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an the unaudited consolidated balance sheet of the Company Group Companies as of September 30, 2010 2022, and the related unaudited statement consolidated statements of earnings operations, cash flows and changes of the Company equity for the nine-month period then nine months ended September 30, 2022 (the financial statements described in this clause “Latest Balance Sheet”) (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), which are attached as Section 5.4(a) of the Company Disclosure Schedule. The Financial Statements present fairly(including the notes thereto) (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), (B) fairly present, in all material respects, the financial position and position, results of operations and operations, cash flows and changes of equity of the Group Companies of their respective dates and for the respective periods indicated therein and (C) when delivered by the Company for inclusion in the Registration Statement / Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.17, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterthereof. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued to the extent reflected or reserved against for in the Financial Statements (or the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet, (iii) for Liabilities disclosed reasonably incurred after the Latest Balance Sheet in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the Company Disclosure LetterTransactions, and (iv) for Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which that are not and would not have reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a Material Adverse Effectwhole, no Group Companies has any Liability of any kind. The Company has no off-balance sheet arrangements. (c) The Financial Statements were prepared from Company has established and maintains systems of internal accounting controls that are sufficient to provide reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the books Group Companies’ assets, and records (iii) the Company and its Subsidiaries are able to prevent or timely detect unauthorized acquisition, use or disposition of the Company. Except as set forth on Section 3.6(b) assets of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all its Subsidiaries that could have a material respects all transactions relating to the Companyeffect on its financial statements. (d) The Unaudited Financial Statements were prepared Since the Reference Date, neither the Company, nor to the Company’s knowledge, an independent auditor of the Company, has identified any (i) “significant deficiency” in accordance with the Accounting Principlesinternal controls over financial reporting of the Group Companies, (ii) “material weakness” in the internal controls over financial reporting of the Group Companies, or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (e) Since the Reference Date, (i) no Group Company has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of any Group Company or their respective internal accounting controls, including any such written complaint, allegation, assertion or claim that any Group Company has engaged in questionable accounting or auditing practices, and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 3.6(a)(i) of 3.7 to the Company Disclosure Letter sets forth Schedule are (i) an the audited consolidated balance sheet and statements of the Company comprehensive income, cash flows and changes in equity of DNS Korea as of and for the nine-month period ended December 31, 20092015, December 31, 2008 together with the auditor’s report thereon (the “DNS Korea Financial Statements”) and December 31, 2007 (ii) the unaudited balance sheets and the related audited statements of earnings, shareholder’s equity and comprehensive income, stockholders’ equity and cash flows of the Company as of and for the fiscal years ended December 31, 2009, December 31, 2008 2015 and December 31, 20072014 (the “Company Financial Statements” and, together with certain notes thereto (the “Audited Financial Statements”), which Audited DNS Korea Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementsto be delivered to Parent pursuant to Section 5.15, the “Financial Statements”). The DNS Korea Financial Statements present fairlyhave been prepared, or will be prepared, in all material respectsaccordance with IFRS applied (except as may be indicated in the notes thereto) on a consistent basis throughout the period indicated (except as may be indicated in the notes thereto), and present fairly the consolidated financial position, results of operations and cash flows of DNS Korea as of the date thereof and for the period indicated therein. The Company Financial Statements have been prepared, or will be prepared, in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the absence of notes thereto), and present fairly the financial position and position, results of operations and cash flows of the Company as of the respective dates or thereof and for the respective periods set forth indicated therein. The books and records of the Company and its Subsidiaries have been, all in conformity and are being, maintained in all material respects in accordance with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, applicable legal and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letteraccounting requirements. (b) The Except as and to the extent set forth on the most recent balance sheet included in the Company does not Financial Statements, the Company and its Subsidiaries have any no Liabilities of a nature type required by GAAP to be reflected or reserved for on a consolidated balance sheet of the Company prepared in a balance sheetaccordance with GAAP, except (i) Liabilities that are accrued or reserved against in have arisen after the date of the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iiiii) Liabilities disclosed in on Section 3.6(b3.7(b) of the Company Disclosure Letter, Schedule and (iviii) Liabilities expressly contemplated to be incurred by arising out of or in connection with this Agreement, the Merger or (v) Liabilities which would not have a Material Adverse Effectthe transactions contemplated hereby. (c) The Financial Statements were prepared from At the books and records Effective Time, the Company or one of the Companyits wholly owned subsidiaries will have Net Cash of ₩13 Billion. Except as set forth on in Section 3.6(b3.7(c) of the Company Disclosure LetterSchedule, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Companyits subsidiaries do not have any Funded Debt. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to Dragoneer a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet sheets of the Company Xxxxx Holdco, LLC and its Subsidiaries as of December 31, 20092018, December 31, 2008 and 2019, December 31, 2007 2020 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, stockholders’ equity and cash flows of Xxxxx Holdco, LLC and its Subsidiaries for each of the Company for periods then ended and (ii) the fiscal years ended December unaudited consolidated balance sheet of Xxxxx Holdco, LLC and its Subsidiaries as of March 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto 2021 (the “Audited Financial StatementsLatest Balance Sheet”)) and the related unaudited consolidated statements of operations and comprehensive loss, which Audited Financial Statements are accompanied by stockholders’ equity and cash flows of Xxxxx Holdco, LLC and its Subsidiaries for the unqualified opinion of KPMG LLP period then ended (the “Auditor”clauses (i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”), each of which is attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes thereto) (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 financial position and position, results of operations and cash flows of Xxxxx Holdco, LLC and its Subsidiaries as at the Company as of the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterotherwise specifically noted therein. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Letter, transactions contemplated hereby or thereby and (iv) for Liabilities expressly contemplated that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have set forth on a Material Adverse Effectbalance sheet in accordance with GAAP. (c) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Group Companies in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Except as set forth on in Section 3.6(b3.4(e) of the Company Disclosure LetterSchedules, since the incorporation of the Company, no Group Company maintains accurate books and records which fairly reflect has determined or otherwise received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in all material respects all transactions relating the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) Fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) GETS or EHS has previously furnished to Pegasus, and Exhibit 2.7 includes, true, correct and complete copies of the Company Disclosure Letter sets forth (i) an audited balance sheet sheets of the Company EHS as of December 31, 2009, December 31, 2008 1999 and December 31, 2007 1998, and the related audited statements of earningsoperations, shareholder’s Members' equity and comprehensive income, and cash flows of the Company for the two (2) fiscal years ended December 31, 2009, December 31, 2008 1999 and December 31, 20071998 as audited by EHS's certified public accountants, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an GETS's unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement statements of earnings of the Company operations, Members' equity and cash flows for the nine-month period then ended September 30, 2000 (the financial statements described in this clause (ii"Balance Sheet Date"), (collectively, the “Unaudited "Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”"). The Financial Statements present fairly, (i) are consistent with the books and records and accounting methods of EHS and/or GETS and are complete and accurate in all material respects, (ii) to the best of Rivadalla's knowledge with respect to the EHS financial statements fairly present the financial position and results of operations and cash flows of the Company GETS as of the respective dates or and for the respective periods set forth therein, all indicated and (iii) to the best of Rivadalla's knowledge with respect to the EHS financial statements have been prepared in conformity in all material respects accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied during throughout the periods involved, except, in except for the case absence of the Audited Financial Statements, as stated in the notes thereto, footnotes and subject, year-end adjustments in the case of the unaudited interim financial statementsFinancial Statements, none of which is expected to be material in amount or significance and information regarding such adjustments is included in Exhibit 2.7. Except as set forth in the Financial Statements or otherwise set forth on Exhibit 2.7, to the absence best of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company Rivadalla's knowledge GETS does not have any Liabilities material liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of a nature any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required by GAAP to be reflected in a balance sheet, except financial statements in accordance with GAAP) which (i) Liabilities that are accrued have not been reflected in or reserved against in the Financial Statements (Statements, or the notes thereto), (ii) Liabilities which have not arisen in the ordinary course of business consistent with past practices since September 30the Balance Sheet Date. GETS and GETS Affiliates do not have any outstanding loans to their respective officers, 2010 that were directors or employees, except for liabilities in respect of reimbursable expenses incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities business which would do not have a Material Adverse Effectexceed $5,000.00. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) The unaudited financial statements of the Company Group set forth in Section 3.6(a)(i3.15(a) of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company Letter, as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years year ended December 31, 20092017, December as of and for the three months ended March 31, 2008 2018 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September and for the three months ended June 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended 2018 (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”) (i) were derived from the books and records of GM PubCo and financial data used in the preparation of the audited consolidated financial statements of GM PubCo as of and for the year ended December 31, 2017 that were included in GM PubCo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”) and the unaudited consolidated financial statements of GM PubCo as of and for the three months (x) ended March 31, 2018 that were included in GM PubCo’s Quarterly Report on Form 10-Q for the three months ended March 31, 2018 (the “Q1 2018 10-Q”) and (y) ended June 30, 2018 that were included in GM PubCo’s Quarterly Report on Form 10-Q for the three months ended June 30, 2018 (the “Q2 2018 10-Q”). The , (ii) are based on allocations of certain costs of GM PubCo to the Company Group based on reasonable, good faith management assumptions utilized in the ordinary course of preparing the 2017 Form 10-K, the Q1 2018 10-Q and the Q2 2018 10-Q, (iii) were prepared in conformity with GAAP applied on a consistent basis, except for (A) the absence of notes, (B) income tax asset, liability and expense accounts, which are included for consolidated reporting purposes solely at the GM PubCo level, but which are not included in the Financial Statements present fairlyStatements, (C) the absence of incentive compensation costs relating to engineering expenses incurred by Parent on behalf of the Company Group, and (D) the application of purchase accounting to the acquisition of Strobe and (iv) fairly present, in all material respects, the financial position and results of operations and cash flows of the Company Group as of the respective dates or date thereof and for the respective periods set forth period indicated therein, all except as otherwise noted therein and for the impact of items referred to above (including, for the avoidance of doubt, subclauses (iii)(B), (iii)(C) and (iii)(D) of this Section 3.15(a)), and, subject to (1) the fact that the Company Group was not operated on a stand-alone basis during such period, (2) the fact that the Financial Statements (and the allocations and estimations made by the management of GM PubCo in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited preparing such Financial Statements, as stated in the notes thereto, ) and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to (3) normal year-end adjustments, including (x) were prepared for and utilized in the normal year2017 Form 10-end adjustments set forth on Section 3.6(a)(iiK, the Q1 2018 10-Q and the Q2 2018 10-Q, (y) are not necessarily indicative of the costs that would have resulted if the Company Disclosure LetterGroup had been operated on a stand-alone basis during such period, and (z) may not be indicative of any such costs to the Company Group that will result following the closing of the SoftBank Transaction or the Closing. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued as and to the extent reserved or reserved reflected against in the Financial Statements (or the notes thereto)Statements, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred by the Company Group in the ordinary course of businessbusiness or as reasonably required in connection with this Agreement or any other Transaction Agreement or the Transactions or the Initial Investment Agreements, (iii) for Liabilities that are expressly disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly as contemplated to be incurred by this Agreementin subclauses (iii)(B), or (iii)(C) and (iii)(D) of Section 3.15(a), and (v) for Liabilities which that are not and would not have reasonably be likely to be, individually or in the aggregate, material to the Company Group, taken as a Material Adverse Effectwhole, there are no Liabilities of the Company Group of any kind. (c) The Financial Statements were prepared from Company Group makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect the books transactions and records dispositions of the Companyits assets in all material respects. Except as set forth on Section 3.6(b) None of Parent, any member of the Company Disclosure LetterGroup or its or their independent auditors has identified or been made aware of (i) any fraud, whether or not material, that involves the Company maintains accurate books and records which fairly reflect Group’s management or any other current or former employee, consultant, contractor or manager of the Company Group who has a role in all material respects all transactions relating to the Companypreparation of financial statements or the internal accounting controls utilized by the Company Group, or (ii) any claim or allegation in writing regarding any of the foregoing. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of The Seller has delivered to the Company Disclosure Letter sets forth Buyer (i) an audited balance sheet unaudited consolidated financial statements of the Company Business as of December at and for the periods ended March 31, 2009, December 2019 and March 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto 2020 (the last such date, the “Audited Financial StatementsBalance Sheet Date”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (collectively, the “AuditorAnnual Financial Statements”) and (ii) an unaudited balance sheet monthly consolidated financial statements of the Company Business, as of September at and for the periods beginning April 1, 2019 and ending April 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended 2020 (the financial statements described in this clause (ii)together, the “Unaudited Interim Period Financial Statements”), ” and together collectively with the Audited Annual Financial Statements, the “Financial Statements”). The Annual Financial Statements present fairly, in all material respects, the financial position are complete and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity correct in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared been derived from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books Business and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principlesaccounting rules, methodologies, practices and adjustments used by the Seller in past practice applied on a consistent basis throughout the periods indicated. The Interim Period Financial Statements have been prepared on a basis consistent with the Annual Financial Statements, except that the Interim Period Financial Statements do not contain notes and may be subject to normal annual adjustments. The Financial Statements present fairly in all material respects the financial results of the operations of the Seller and the Business at its respective dates. (b) The Seller has no Liabilities of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, arising out of or relating to the Business, except (i) as set forth in Schedule 3.3(b) of the Disclosure Letter, (ii) as and to the extent disclosed or reserved against in the Interim Period Financial Statements (excluding the notes thereto) and (iii) for Liabilities that (x) were incurred after the Balance Sheet Date in the Ordinary Course of Business and (y) individually and in the aggregate are not material to the Business.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) 4.07 of the Company NexVerse Disclosure Letter sets forth Schedule includes copies of (ix) an the audited balance sheet of the Company as of December 31NexVerse at June 30, 20092002, December 31, 2008 and December 31, 2007 and together with the related audited statements of earnings, shareholder’s equity and comprehensive income, shareholders’ equity and cash flows of the Company for the fiscal years period since inception and then ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain the notes thereto (the “NexVerse Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (iiy) an the unaudited interim balance sheet of the Company as of NexVerse at September 30, 2010 and 2002, together with the related unaudited statement of earnings of the Company income for the ninethree-month period then ended (the financial statements described in this clause (ii), the “NexVerse Unaudited Financial Statements”)” and, and together with the NexVerse Audited Financial Statements, the “NexVerse Financial Statements”). The NexVerse Financial Statements Statements, including the notes thereto: (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby; (ii) present fairly, in all material respects, fairly the financial position and position, results of operations and cash flows of the Company NexVerse as of the respective such dates or and for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and then ended (subject, in the case of the unaudited interim financial statementsNexVerse Unaudited Financial Statements, to the absence of footnotes and to normal year-end adjustmentsaudit adjustments consistent with prior periods); and (iii) are correct and complete in all material respects, including and can be reconciled with the normal year-end adjustments set forth on Section 3.6(a)(ii) books of the Company Disclosure Letteraccount and records of NexVerse. NexVerse maintains and will continue to maintain an adequate system of internal controls established and administered in accordance with GAAP. (b) The Company Except as and to the extent set forth or reserved against on the balance sheets of NexVerse as reported in the NexVerse Unaudited Financial Statements, including the notes thereto, NexVerse does not have any Liabilities liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise), including, without limitation, any undisclosed liabilities or obligations of ipVerse, Inc., (“ipVerse”) that would be required by GAAP to be reflected in on a balance sheetsheet prepared in accordance with GAAP and NexVerse’s past practices, except (i) Liabilities that are accrued for immaterial liabilities or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were obligations incurred in the ordinary course of businessbusiness consistent with past practice since September 30, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect2002. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to Atlas a true and complete copy of the Company Disclosure Letter sets forth (i) an audited the unaudited balance sheet of the Company as of December 31, 2009, December 31, 2008 2019 and December 31, 2007 and the related audited unaudited consolidated statements of earnings, shareholder’s equity and comprehensive income, and cash flows operations of the Company for the fiscal years year then ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an the unaudited balance sheet of the Company as of September 30December 31, 2010 2020 (the “Latest Balance Sheet”) and the related unaudited statement consolidated statements of earnings operations of the Company for the nine-month period year then ended (the financial statements described in this clause clauses (i) and (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”), which Financial Statements are attached as Section 3.4(a) of the Company Disclosure Schedules. The Financial Statements present fairly(including the notes 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) and (B) fairly present, in all material respects, the financial position and aand results of operations of the Company as at the date thereof and for the period indicated therein. (b) Each of the financial statements or similar reports required to be included in the Registration Statement / Proxy Statement or any other filings to be made by the Company with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Document (the financial statements described in this sentence, which the Parties acknowledge shall, with respect to historical financial statements, solely consist of the audited financial statements as of and for the years ended December 31, 2019 and December 31, 2020, along with unaudited financial statements as of and for the applicable quarterly interim periods thereafter, the “Closing Company Financial Statements”) when delivered following the date of this Agreement in accordance with Section 5.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which is expected to be, individually or in the aggregate, material) and the absence of notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations, stockholders’ deficit and cash flows of the Company as at the date thereof and for the period indicated therein (subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which is expected to be, individually or in the aggregate, material)), (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the respective dates or for PCAOB and will contain an unqualified report of the respective periods set forth therein, all in conformity Company’s auditors and (iv) will comply in all material respects with GAAP consistently applied during the periods involved, except, in applicable accounting requirements and with the case rules and regulations of the Audited Financial StatementsSEC, the Exchange Act and the Securities Act in effect as of the date of such delivery (including Regulation S-X or Regulation S-K, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments applicable). (c) Except (i) as set forth on Section 3.6(a)(ii) the face of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto)Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which are Liabilities related to a breach of Contract, breach of warranty, tort, infringement, Proceeding or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the Company Disclosure Lettertransactions contemplated hereby or thereby (including, for the avoidance of doubt, any Liabilities arising out of, or related to, any Proceeding related to this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, including any stockholder demand or other stockholder Proceedings (including derivative claims) arising out of, or related to, any of the foregoing), and (iv) for Liabilities expressly contemplated that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company, the Company has no Liabilities of the type required to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect a balance sheet in all material respects all transactions relating to the Companyaccordance with GAAP. (d) The Unaudited Financial Statements were prepared Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Accounting PrinciplesCompany’s assets. The Company maintains and, for all periods covered by the Financial Statements and the Closing Company Financial Statements, has maintained books and records of the Company in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of the Company in all material respects. (e) Since the Company’s incorporation, the Company has not received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i4.4(a) of the Company Disclosure Letter Schedules sets forth a true and complete copy of (i) an the audited consolidated balance sheet sheets of the Company Group as of December 31, 2009, December 31, 2008 2020 and December 31, 2007 2021 and the related audited consolidated statements of earningsoperations, shareholder’s and stockholders’ equity and comprehensive income, (deficit) and cash flows of the Company Group for (A) the fiscal years period beginning on October 22, 2020 (the inception date of the Company) through December 21, 2020, and (B) the year ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto 2021 (the “Audited Annual Company Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an the unaudited consolidated balance sheet of the Company as of September 30, 2010 2022, and the related unaudited statement of earnings operations, and stockholders’ equity (deficit) and cash flows of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Interim Company Financial Statements”)” and, and together collectively with the Audited Annual Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) (A) were prepared in conformity with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (B) fairly present fairly, in all material respects, respects the financial position and position, results of operations and cash flows of the Company as of at the respective dates or thereof and for the respective periods set forth indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, exceptexcept as otherwise specifically noted therein and, in the case of the Audited Interim Company Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and subject to normal year-end adjustments, including the normal and recurring year-end adjustments set forth on Section 3.6(a)(ii) of as permitted by GAAP that are not material to the Company Disclosure LetterGroup. (b) The No Company does not have Group Member has any Liabilities of a nature required by GAAP to be that are not reflected in a balance sheetor adequately reserved for on the Interim Company Financial Statements, except (i) for Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since September 30, 2022 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (ii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents or the consummation of the Transactions, (iii) Liabilities disclosed in as set forth on Section 3.6(b4.4(b) of the Company Disclosure LetterSchedules, or (iv) for Liabilities expressly contemplated to be incurred by this Agreementthat are not, or (v) Liabilities which and would not have reasonably be expected to be, individually or in the aggregate, material to the Company Group Members, taken as a Material Adverse Effectwhole. (c) The Financial Statements were prepared from the books Company has established and records maintains a system of internal accounting controls that is designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in conformity with GAAP and to maintain accountability for the Company. ’s assets, and (iii) material information is communicated to management as appropriate. (d) Except as set forth on Section 3.6(b4.4(d) of the Company Disclosure LetterSchedules, no Company Group Member has received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of such Company Group Member, (ii) a “material weakness” in the internal controls over financial reporting of such Company Member or (iii) fraud, whether or not material, that involves management or other employees of any Company Group Member who have a significant role in the internal controls over financial reporting of any Company Group Member. (e) No Company Group Member is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among any Company Group Member, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, any Company Group Member in the Company Financial Statements. (f) As of the date hereof, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to Group Members only have Indebtedness as set forth on Section 4.4(f) of the CompanyCompany Disclosure Schedules. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iSchedule 6.8(a) sets forth true, correct and complete copies of (i) the audited consolidated balance sheets of the Company Disclosure Letter sets forth (i) an audited balance sheet and the Subsidiaries as of, and related statements of earnings, shareholders’ equity and cash flows of the Company as of and the Subsidiaries for, the fiscal years ended December 31, 20092007, December 31, 2008 and December 31, 2007 2009 (including related notes and schedules) (the “Annual Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of, and related audited statements of earnings, shareholder’s equity and comprehensive income, income and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for Subsidiaries for, the nine-month period then ended ended, September 30, 2010 (such balance sheet being referred to herein as the “Latest Balance Sheet” and such date being referred to herein as the “Latest Balance Sheet Date”) (the financial statements described referred to in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, Section 6.8(a) being collectively referred to herein as the “Financial Statements”). . (b) The Financial Statements (i) will comply as of the Closing as to form in all material respects with the requirements of Rule 3-05 of Regulation S-X promulgated under the Exchange Act with respect to an acquired business, assuming that the Company is acquired by an entity registered under Section 12 of the Exchange Act; (ii) present fairly, in all material respects, the financial position of the Company and results the Subsidiaries (taken as a whole) as at the dates thereof and the statements of operations income and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity then ended; and (iii) accurately reflect in all material respects with GAAP consistently applied during the periods involved, except, in the case books of account and other financial records of the Audited Financial Statements, Company and the Subsidiaries. Except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of Schedule 6.8(b), neither the Company Disclosure Letter. (b) The Company does not have nor any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Subsidiary has any Liabilities that are accrued or reserved against not reflected on the Latest Balance Sheet, other than any Liabilities incurred after the Latest Balance Sheet Date in the Financial Statements Ordinary Course of Business (none of which relates to breach of contract, breach of warranty, tort, infringement, violation of Law or the notes thereto)environmental Liability) that, (ii) Liabilities which have arisen since September 30, 2010 that were incurred individually or in the ordinary course of businessaggregate, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, have not or (v) Liabilities which would not reasonably be likely to have or result in a Material Adverse EffectLiability in excess of $100,000. (c) The Financial Statements were prepared from Company makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect their transactions and dispositions of their respective assets. The Company maintains systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit the books preparation of financial statements in conformity with GAAP and records of to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Company. recorded accountability for assets is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (d) Except as set forth on Section 3.6(b) of the Company Disclosure LetterSchedule 6.8(d), the Company maintains accurate books has not had any material disagreement with its auditors or other event during any of the past three full fiscal years or during the current fiscal year, which disagreement or other event would be required to be disclosed under Item 304 of Regulation S-K promulgated under the Exchange Act (such requirement to be determined assuming the Company is registered under Section 12 of the Exchange Act and records which fairly reflect in all material respects all transactions relating is required to file reports under Section 13 of the CompanyExchange Act). (de) The Unaudited Financial Statements were prepared Neither the Company nor any Subsidiary is not a party to, and does not have any commitment to become a party to, any off-balance sheet arrangements (as defined in accordance Item 303(a) of Regulation S-K promulgated under the Exchange Act). (f) Neither the Company nor any Subsidiary (i) is a party to, and none of them have any commitment to become a party to, an exchange traded or over-the-counter equity, interest rate, foreign exchange or other swap, forward, future, option, cap, floor or collar of any other Contract that is not reflected on the Latest Balance Sheet and is a derivatives contract (including various combinations thereof) and (ii) owns derivative securities or other securities that are likely to have changes in value as a result of interest or exchange rate changes that significantly exceed normal changes in value attributable to interest or exchange rate changes. (g) Schedule 6.8(g) sets forth a true, correct and complete list of the individual components (including the amount and the Person to whom such amount is owed) of all Indebtedness outstanding as of the date hereof, with respect to the Accounting PrinciplesCompany and each Subsidiary. (h) Except as set forth on Schedule 6.8(h), there have been no material changes to the value of the Working Capital or any components thereof as of September 30, 2010, other than in the Ordinary Course of Business.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to SPAC true and complete copies of the audited consolidated balance sheets of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company and its Subsidiaries as of December 31, 2009, December 31, 2008 2022 and December 31, 2007 2021 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the fiscal years then ended December 31(collectively, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Company Financial Statements”), which Audited Financial Statements are accompanied by and the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited unaudited, consolidated balance sheet sheets of the Company as of September 30, 2010 2023 and the related unaudited statement unaudited, consolidated statements of earnings operations and comprehensive loss of the Company and its Subsidiaries for the nine-month fiscal year to date period then ended (the financial statements described in this clause (ii), the “Unaudited Company Financial Statements”)” and, and together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements present fairly(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) fairly present, in all material respects, as applicable, the financial position and position, results of operations and cash flows of the Company and its Subsidiaries as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involvedexcept as otherwise specifically noted therein, except, (iii) in the case of the Audited Company Financial Statements and 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 (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as stated in of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the 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 subject, in the case of the unaudited interim financial statements, to the absence of footnotes and are subject to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Except (i) as set forth in the Company does Financial Statements, (ii) for Liabilities incurred in the ordinary course of business as of September 30, 2023 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of the respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (iv) either permitted to be incurred pursuant to or incurred in accordance with Section 5.1, (v) as set forth on the Company Disclosure Schedules, and (vi) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have any no Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since consolidated balance sheet as of September 30, 2010 that were incurred 2023 included in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse EffectFinancial Statements. (c) The Financial Statements were prepared from the books Company has established and records maintains a system of internal accounting controls that is designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company. ’s and its Subsidiaries’ assets. (d) Except as set forth on in Section 3.6(b3.5(d) of the Company Disclosure LetterSchedules, in the past three years, neither the Company maintains accurate books nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim, written or otherwise, that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Company and records which fairly reflect its Subsidiaries, (ii) a “material weakness” in all material respects all transactions relating to the Companyinternal controls over financial reporting of the Company and its Subsidiaries, or (iii) fraud, whether or not material, that involves management or other employees of the Company or its Subsidiaries who have a significant role in the internal controls over financial reporting of the Company and its Subsidiaries. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iThe Current Report on Form 8-K filed by WPZ with the SEC on May 12, 2010 (the “May 12, 2010 8-K”) sets forth a true and complete copy of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related consolidated audited statements of earningsincome (loss), shareholder’s equity comprehensive income (loss) and comprehensive incomepartners’ equity, and statements of cash flows of the Company flow for the fiscal years ended December 31, 20092007, 2008 and 2009 and balance sheets as of December 31, 2008 and 2009 for WPZ, including the notes thereto, which in each case have been retrospectively adjusted to reflect the consolidation of the historical results of the entities contributed to WPZ in connection with the Contribution Agreement, dated January 15, 2010, among Xxxxxxxx, WPZ and certain of their Affiliates throughout the periods presented, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on May 5, 2010 (the “First Quarter 2010 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of income (loss), comprehensive income (loss) and partners’ equity, and statements of cash flow for the three month periods ended March 31, 2010 and 2009 and balance sheets as of December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) 2009 and (ii) an unaudited balance sheet of the Company as of September 30March 31, 2010 and for WPZ, including the related unaudited statement of earnings of the Company for the nine-month period then ended notes thereto, (the financial statements described set forth in this clause (ii)both the May 12, 2010 8-K and the First Quarter 2010 10-Q are collectively referred to as the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “WPZ Financial Statements”). The WPZ Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity fairly in all material respects with GAAP consistently applied during the periods involvedfinancial condition of WPZ as of such dates and the results of operations of WPZ for such periods, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments and the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments certain notes that are included in an annual filing. Except as set forth on Section 3.6(a)(ii) in the May 12, 2010 8-K and the First Quarter 2010 10-Q, there are no off-balance sheet arrangements that have or are reasonably likely to have a WPZ Material Adverse Effect. None of WPZ, NWP or Transco has had any disagreement with its respective independent public accounting firm requiring disclosure in the Company Disclosure LetterWPZ SEC Reports. (b) The Company does not have There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any Liabilities such liabilities or obligations, whether arising in the context of a nature required by GAAP to be reflected in a balance sheetfederal, except state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) Liabilities that are accrued liabilities or obligations reflected or reserved against in the WPZ Financial Statements (or the notes thereto)Statements, (ii) Liabilities which have arisen since September 30, 2010 that were current liabilities incurred in the ordinary course of businessbusiness since December 31, 2009, (iii) Liabilities disclosed in Section liabilities or obligations set forth on WPZ Disclosure Schedule 3.6(b) of the Company Disclosure Letter, and (iv) Liabilities expressly contemplated liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to be incurred by this Agreement, or (v) Liabilities which would not have a WPZ Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the Company Disclosure Letter sets forth (i) an audited Attached hereto as Schedule 4(f)(i) are the following financial statements of the Seller: (A) the compiled, unaudited consolidated balance sheet and statements of the Company income and changes in stockholders’ equity as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 2019 and December 31, 20072020 (collectively, together with certain notes thereto (the “Audited Year-End Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) ; and (iiB) an the unaudited consolidated balance sheet and statements of the Company income and changes in stockholders’ equity as of September and for the eleven (11)-month period ended November 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended 2021 (the financial statements described in this clause (ii)such date, the “Unaudited 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, and together with the Audited Year-End Financial Statements, collectively, the “Financial Statements”). The Financial Statements present fairly(including the notes thereto, as applicable) are complete and correct in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all have been prepared in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes theretoaccordance, and subjectare consistent, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from with the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate Seller (which books and records which are complete and correct in all material respects), and fairly reflect and accurately present in all material respects all transactions relating the financial condition, results of operations, and changes in financial position of the Seller as of such dates and for such periods, in each case in accordance with generally 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 Companyaggregate) and other presentation items. (dii) The Unaudited Seller does not have any Liabilities or commitments, except those that are adequately reflected or reserved against on the Most Recent Balance Sheet. (iii) During the three (3) years prior to the date hereof, the Seller has not changed the accounting methods, principles, policies, practices, procedures, classifications, judgments, or estimation methodology used by the Seller in the preparation of the Financial Statements were prepared Statements. Since December 31, 2020, the Seller has not (1) accelerated its acquisition of materials or inventory or incurrence of other costs, or (2) otherwise modified its operations in accordance with a manner that would accelerate the Accounting Principlesrecognition of revenue, in each case within the foregoing clauses (1) and (2), relative to the Ordinary Course of Business.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iAttached hereto as Schedule 6.06(a) are true and complete copies of the Company Disclosure Letter sets forth combined financial statements of MCE LP consisting of (i) an audited unaudited combined balance sheet of the Company MCE LP as of December 31, 20092012, December 31, 2008 and December 31, 2007 and the related audited unaudited combined statements of earnings, shareholder’s equity income and comprehensive income, partners’ capital and cash flows of the Company for the fiscal years year then ended December 31(including the notes or other supplementary information thereto) (collectively, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Year-End Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited combined balance sheet of the Company MCE LP as of September 30, 2010 2013 (the “Latest Balance Sheet”), and the related unaudited statement combined statements of earnings of the Company income and partners’ capital and cash flows for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Interim Financial Statements”),” and, and together collectively with the Audited Year-End Financial Statements, the “Financial Statements”). The . (b) Each of the Financial Statements (including the notes or other supplementary information thereto) (i) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and (ii) present fairly, in all material respects, the financial position of MCE LP and results of operations and cash flows of the Company other Acquired Entities as of the respective dates or thereof and the results of their combined operations and cash flows for the respective periods set forth thereinindicated, all in conformity subject to the absence of notes and other textual disclosures required by GAAP. The books and records of MCE LP and its Subsidiaries, including the other Acquired Entities, have been and are being maintained in all material respects in accordance with applicable legal and accounting requirements to permit preparation of the financial statements in accordance with GAAP consistently applied during the periods involvedand to maintain asset accountability. (c) Except as set forth on Schedule 6.06(c), except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statementsno Acquired Entity has any liability (and, to the absence Knowledge of footnotes and any MCE Party, there is no reasonable basis for any action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against any Acquired Entity giving rise to normal year-end adjustmentsany liability), including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except other than (i) Liabilities that are accrued liabilities reserved or reserved against in disclosed on the Financial Statements (or face of the notes thereto)Latest Balance Sheet, (ii) Liabilities liabilities which have arisen since September 30, 2010 that were incurred after the date of Latest Balance Sheet in the ordinary course of businessbusiness of the Acquired Entities (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Laws), (iii) Liabilities disclosed liabilities which have been discharged or paid in Section 3.6(b) full after the date of the Company Disclosure LetterLatest Balance Sheet in the ordinary course of business of the Acquired Entities (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Laws) or (iv) Liabilities expressly contemplated liabilities that are obligations to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating perform pursuant to the Companyterms of any Contract binding on the Acquired Entities. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to DYNS true and complete copies of the audited consolidated balance sheets of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company and its Subsidiaries as of December 31, 2009, December 31, 2008 2019 and December 31, 2007 2020 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, redeemable convertible preferred stock and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the fiscal years then ended December 31(collectively, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Company Financial Statements”), which Audited Financial Statements are accompanied by and the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited unaudited, draft consolidated balance sheet sheets of the Company as of September 30, 2010 2021 and the related unaudited statement consolidated statements of earnings operations of the Company and its Subsidiaries for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Company Financial Statements”)” and, and together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements present fairly(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) fairly present, in all material respects, as applicable, the financial position and position, results of operations and cash flows of the Company and its Subsidiaries as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involvedexcept as otherwise specifically noted therein, except, (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 contain an unqualified report of the Company’s auditors, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as stated in of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the 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 subject, in the case of the unaudited interim financial statements, to the absence of footnotes and are subject to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Except (i) as set forth in the Company does Financial Statements, (ii) for Liabilities incurred in the ordinary course of business as of December 31, 2020 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of the respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries have any no Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto)consolidated balance sheet as of December 31, (ii) Liabilities which have arisen since September 30, 2010 that were incurred 2020 included in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse EffectFinancial Statements. (c) The Financial Statements were prepared from the books Company has established and records maintains a system of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letterinternal accounting controls that is designed to provide, the Company maintains accurate books and records which fairly reflect in all material respects respects, reasonable assurance that (i) all transactions relating are executed in accordance with management’s authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets. (d) The Unaudited Financial Statements were prepared In the past three (3) years, neither the Company nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim, written or otherwise, that there is (i) a “significant deficiency” in accordance with the Accounting Principlesinternal controls over financial reporting of the Company and its Subsidiaries, (ii) a “material weakness” in the internal controls over financial reporting of the Company and its Subsidiaries, or (iii) fraud, whether or not material, that involves management or other employees of the Company or its Subsidiaries who have a significant role in the internal controls over financial reporting of the Company and its Subsidiaries.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of The Seller Parties have delivered to Buyer the Company Disclosure Letter sets forth (i) an audited unaudited combined balance sheet of the Company Partnership and the Partnership Subsidiaries as of December 31, 20092012 (the “Most Recent Balance Sheet”), December 31, 2008 and December 31, 2007 and the related audited statements of earningsoperations, shareholder’s equity and comprehensive incomestatements of partners’ equity, and statements of cash flows flows, each as of the Company for the fiscal years year ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”)2012, which Audited Financial Statements are accompanied by attached hereto as Schedule 2.6(a) of the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an Seller Parties Disclosure Letter as well as unaudited combined balance sheet of the Company as Partnership and the Partnership Subsidiaries and statements of September operations, statements of partners’ equity, and statements of cash flows for the six months ended June 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended 2013 (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”). . (b) The Financial Statements (i) have been prepared based on the books and records of the Partnership on a consolidated basis and (ii) have been prepared in accordance with GAAP consistently applied on a fair value basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present fairly, in all material respects, in accordance with the applicable requirements of GAAP consistently applied on a fair value basis, the combined financial position of the Partnership and the Partnership Subsidiaries, as of the dates thereof and the combined or consolidated, as applicable, results of operations and cash flows for the period then ended. Except as set forth in Schedule 2.6(b) of the Company as Seller Parties Disclosure Letter, the Partnership has no Subsidiaries which are not consolidated with the Partnership for accounting purposes. As of the respective dates or for the respective periods set forth thereindate hereof, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(iiSchedule 2.6(b) of the Company Seller Parties Disclosure Letter. , the Partnership has no liabilities or obligations (b) The Company does not have any Liabilities of a nature required by GAAP including, without limitation, whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to be reflected in a balance sheetbecome due), except for (i) Liabilities that are accrued liabilities stated fully or adequately reserved against in on the Financial Statements (or the notes thereto)Most Recent Balance Sheets, (ii) Liabilities which have arisen since September 30, 2010 liabilities that were incurred arose in the ordinary course of business, business after the date of the Most Recent Balance Sheets consistent with past practice and (iii) Liabilities liabilities under the Partnership’s or any Partnership Subsidiary’s existing contracts and agreements disclosed in pursuant to Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated 2.15 hereof but not required to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effectdisclosed pursuant to GAAP. (c) The Financial Statements were prepared from the books and records Since December 31, 2010, none of the Company. Except as set forth on Section 3.6(bPartnership or any of the Partnership Subsidiaries, or any director, officer, independent auditor of the Partnership or any of the Partnership Subsidiaries, has received any written notice (or, to Seller Parties’ Knowledge, received any oral notice or otherwise had or obtained Knowledge) of any material complaint, allegation, assertion or claim regarding the Company Disclosure Letteraccounting or auditing practices, procedures, methodologies or methods of the Company maintains accurate books Partnership or any Partnership Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Partnership or any Partnership Subsidiary has engaged in questionable accounting or auditing practices (except for any of the foregoing that have been resolved without any material impact on the Partnership or any Partnership Subsidiary, taken as a whole, and records except for any of the foregoing which fairly reflect in all have no reasonable basis), and neither the Partnership or any Partnership Subsidiary nor, to Seller Parties’ Knowledge, any attorney representing the Partnership or any Partnership Subsidiary, whether or not employed by the Partnership or any Partnership Subsidiary, has reported evidence of a material respects all transactions relating violation of securities Laws, by the Partnership or any of its officers, directors, employees or agents to the CompanyBoard of Advisors of the Partnership or similar governing body of any Partnership Subsidiary or any committee thereof or, to the Knowledge of Seller Parties, to any director or officer of the Partnership. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) True, complete and correct copies of the Company Disclosure Letter sets forth (i) an audited consolidated balance sheet of the Company Galaxy and its Subsidiaries as of at December 31, 20092013, December 31as well as the audited consolidated balance sheet of Galaxy Brands, 2008 LLC and its Subsidiaries as at May 13, 2013 and December 31, 2007 2012, and the related audited consolidated statements of income, retained earnings, shareholder’s stockholders’ equity and comprehensive incomechanges in financial position of Galaxy and its Subsidiaries or Galaxy Brands, LLC and cash flows of the Company for the fiscal years ended December 31its Subsidiaries, 2009, December 31, 2008 and December 31, 2007as applicable, together with certain all related notes and schedules thereto, accompanied by the reports thereon of Galaxy’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of Galaxy and its Subsidiaries as at March 31, 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 “Audited Interim Financial Statements”), which Audited are attached hereto as Section 3.6(a) of the Galaxy Disclosure Schedule. Each of the Financial Statements are accompanied by and the unqualified opinion 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 notes thereto and except in the case of KPMG LLP (the “Auditor”) Interim Financial Statements for the absence of notes and other presentation items); and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position and position, results of operations and cash flows of the Company Galaxy and its Subsidiaries or Galaxy Brands, LLC and its Subsidiaries, as of applicable, as at the respective dates or thereof and for the respective periods set forth indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, otherwise noted therein and subject, in the case of the unaudited interim financial statementsInterim Financial Statements, to the absence of footnotes and to normal year-end adjustmentsadjustments 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 the normal year-end adjustments set forth on Section 3.6(a)(ii) any such change with respect to reserves (whether with respect to bad debts, contingent liabilities or otherwise), of the Company Disclosure LetterGalaxy or its Subsidiaries, except as required by GAAP. (b) The Company does not have There are no material liabilities or obligations of Galaxy or any Liabilities of a its Subsidiaries of any kind or nature that would be required by GAAP to be reflected in a on the audited consolidated balance sheet of Galaxy and its Subsidiaries as at December 31, 2013 (such balance sheet, except the “Balance Sheet”), other than (i) Liabilities that are accrued liabilities or obligations adequately reflected or reserved against in the Financial Statements (Balance Sheet or in the notes thereto), thereto and (ii) Liabilities which have arisen since September 30, 2010 liabilities or obligations that were incurred since the date of the Balance Sheet in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effectbusiness consistent with past practice. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iSchedule 3.03(a) hereto contains authentic copies of the Company Disclosure Letter sets forth (i) an the audited combined balance sheet of the Business as at September 30, 2001 (the "Interim Balance Sheet") and audited combined statements of operations and cash flows of the Business for the nine months ended September 30, 2001 (the "Audited Interim Income Statement"), (ii) the unaudited pro-forma profit and loss statement of the Business for the nine-month period ended September 30, 2001 giving effect to the acquisition of certain assets from, and the assumption of certain liabilities of, FineTech Ltd. as if such acquisition and assumption had been completed as of January 1, 2001 (the "Pro Forma Financial Statement"), (iii) the audited balance sheet of the Company U.S. Business as of at December 31, 2009, December 31, 2008 2000 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, operations and cash flows of the Company U.S. Business for the fiscal years ended December 31, 2009, December 31, 2008 2000 and December 31, 2007, together with certain notes thereto 1999 (the “"Audited Annual Financial Statements”"), which Audited Financial Statements are accompanied by and (iv) the unqualified opinion unaudited pro-forma profit and loss statement of KPMG LLP the Business for the 11-month period ended November 25, 2001 giving effect to the acquisition of certain assets from, and the assumption of certain liabilities of, FineTech Ltd. as if such acquisition and assumption had been completed as of January 1, 2001 (the “Auditor”"November Statement"). In addition, Schedule 3.03(a) and (ii) an unaudited hereto contains authentic copies of the audited balance sheet of the Company FineTech Ltd. as at December 31, 2000 and audited statements of September 30income and of changes in financial position or of cash flows, 2010 and the related unaudited statement whichever is applicable, of earnings FineTech Ltd. for each of the Company for fiscal years in the ninethree-month year period then ended (the financial statements described December 31, 2000 prepared in this clause (ii), the “Unaudited Financial Statements”), and together accordance with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, generally accepted accounting principles in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects Israel with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterreconciliations. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of business, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure LetterInterim Balance Sheet, the Company maintains accurate books Audited Interim Income Statement and records which fairly reflect in all material respects all transactions relating to the Company. (d) The Unaudited Audited Annual Financial Statements were prepared in accordance with GAAP (except as specifically set forth in the Accounting Principlesnotes thereto and in the case of the interim statements, except for the absence of footnotes and subject to normal year-end adjustments), consistently applied in accordance with the Sellers' past practices, and fairly present in all material respects the financial condition and results of operations of the Business or the U.S. Business, as the case may be, as of the respective dates and for the respective periods covered thereby. The Pro Forma Financial Statement was prepared in good faith by the Sellers based on the books and records of the Sellers and on assumptions believed by the Sellers to be reasonable as of the date of such statement. The November Statement was prepared consistently with the Sellers' past practices and fairly presents in all material respects the results of operations of the Business for the period covered thereby. (c) Since June 6, 2001, ISP Israel has not incurred or assumed any liabilities, commitments or obligations of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), except (i) liabilities expressly reflected on or reserved for on the Interim Balance Sheet, (ii) liabilities (none of which is a material liability for breach of contract, breach of warranty, tort, infringement or lawsuit) incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet or (iii) as set forth on Schedule 3.03(c) hereto.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to THMA a true and complete copy of the Company Disclosure Letter sets forth (i) an audited consolidated balance sheet sheets of the Company Group Companies audited in accordance with AICPA standards as of December 31, 2009, December 31, 2008 and December 31, 2007 2019 and the related audited consolidated statements of earnings, shareholder’s equity operations and comprehensive incomeloss, stockholders’ equity and cash flows of the Company Group Companies audited in accordance with AICPA standards for the fiscal years ended period then ended, (ii) the draft unaudited consolidated balance sheets, statements of operations and comprehensive loss, stockholders’ deficit and cash flows of the Group Companies as of December 31, 2009, 2020 (together with the financial statements as of December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii)2019, the “Unaudited Year End Financial Statements”), and together with (iii) the Audited Financial Statementsdraft unaudited consolidated balance sheets of the Group Companies as of March 31, 2021 (the “Latest Balance Sheet,” and collectively, the “Financial Statements”), each of which are attached as Section 4.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements present fairly(including the notes and schedules thereto) (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 financial position and position, results of operations and cash flows of the Company Group Companies as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, except as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterotherwise specifically noted therein. (b) The Company does not have any Liabilities of a nature required by GAAP to be reflected in a balance sheet, except Except (i) Liabilities that are accrued or reserved against in as set forth on the face of the Year End Financial Statements (or the notes thereto)for 2020, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Year End Financial Statements for 2020 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in Section 3.6(b) connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Company Disclosure Lettertransactions contemplated hereby or thereby, (iv) for executory obligations under contracts to which any member of the Group Companies is a party (other than Liabilities expressly contemplated to be incurred by this Agreement, or for breach thereof) and (v) for Liabilities which that are not, and would not have reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a Material Adverse Effectwhole, no Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP consistently applied and in accordance with past practice. (c) The Group Companies have established and maintain systems of internal accounting controls that are sufficient to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements were prepared from the Statements, have maintained books and records of the Company. Except as set forth on Section 3.6(b) Group Companies in the ordinary course of business that are true and complete and reflect the revenues, expenses, assets and liabilities of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect Group Companies in all material respects all transactions relating to the Companyrespects. (d) In the past three (3) years, there has not been any (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. In the last three years, no Group Company has received any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim in respect of the matters described in the foregoing sentence. The Unaudited Financial Statements were prepared in accordance with the Accounting PrinciplesCompany has not had any material complaints made or concerns raised by any employee, contractor or Representative relating to a violation of Laws. The Company has not had any material written complaints made by any employee, contractor or Representative related to foregoing clauses (i) through (iii) of this Section 4.4(d).

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the Company Disclosure Letter sets forth (i) an audited balance sheet Sellers have delivered to Purchaser true, complete and correct copies of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the following financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementscollectively, the “Financial Statements”): (i) the unaudited balance sheets, statements of income, statements of members’ equity, and statements of cash flows of each Seller as of and for the twelve (12)-month periods ended December 31, 2019 and 2020 (the “Annual Financial Statements”); and (ii) the balance sheets, statements of income statements of members’ equity, and statements of cash flows of each Seller for the three-month period ended March 31, 2021 (the “Interim Financial Statements”). The Such Financial Statements present fairly, are in all material respects, accordance with the books and records of each Seller and fairly represent the financial position of each Seller and the results of operations and cash flows changes in financial position of the Company each Seller as of the respective dates or and for the respective periods set forth thereinindicated, all in each case, in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes theretoSeller’s accounting historical accounting practices. Except as, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter. (b) The Company does not have any Liabilities of a nature required by GAAP to be extent reflected in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements Statements, each Seller, as of the date of the Financial Statements, has no material liability or obligation of any nature, whether absolute, accrued, continued or otherwise, not fully reflected or reserved against in the Financial Statements. (ii) Sellers do not have any Liability (and there is no reasonable basis for any present or future Legal Proceeding against Sellers giving rise to any Liability), except for any Liability (w) set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto), (iix) Liabilities which have listed on Section 4.1(d)(ii) of the Disclosure Schedule, (y) that has arisen since September 30, 2010 that were incurred in the ordinary course Ordinary Course of businessBusiness since the date of the Most Recent Balance Sheet (which does not arise out of, relate to or result from and which is not in the nature of and was not caused by any breach of contract, breach of warranty, tort, infringement or other violation of Law) or (z) expressly created pursuant to this Agreement or any Related Agreement. Section 4.1(d)(ii) of the Disclosure Schedule lists all Indebtedness of each Seller outstanding on the date hereof. Each Seller has implemented and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with its historical accounting practices. (iii) Liabilities disclosed in Section 3.6(b4.1(d)(iii) of the Company Disclosure LetterSchedule sets forth an accurate and complete aging of all Accounts Payable of each Seller as of February 28, 2021. (iv) Liabilities expressly contemplated to be incurred by this AgreementSection 4.1(d)(iv) of the Disclosure Schedule sets forth an accurate and complete aging of all Accounts Receivable of each Seller as of February 28, 2021. All Accounts Receivable represent valid obligations of each obligor thereof arising from sales actually made or services actually performed in the Ordinary Course of Business and are current and collectible. There is no contest, claim or right of set off under any Contract with any obligor of any Account Receivable regarding the amount or validity of such Account Receivable. (v) Liabilities which would Sellers maintain and adhere to a system of internal accounting controls and procedures that is designed to provide reasonable assurance regarding the accuracy and reliability of the Financial Statements. There has not been (i) any significant deficiency or material weakness in the internal accounting controls or procedures used by Sellers that have adversely affected the ability of Sellers to accurately and completely record, process, summarize, or report financial data, (ii) any fraud or other intentional wrongdoing that involves any of the management or other employees or representatives of Sellers who have a Material Adverse Effect. (c) The role in the preparation of the Financial Statements were prepared from or the books internal accounting controls and records procedures used by Sellers or (iii) any claim or allegation regarding any of the Company. Except as set forth on Section 3.6(b) of the Company Disclosure Letter, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Companyforegoing. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(iThe Company has made available to MAAC a true and complete copy of (i) the audited consolidated balance sheet of the Company Disclosure Letter sets forth as of March 31, 2019 and March 31, 2020 and the related audited consolidated statements of operations, comprehensive income (iloss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company for the years then ended and (ii) an audited the unaudited consolidated balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 2020 (the “Latest Balance Sheet”) and the related audited unaudited consolidated statements of earningsoperations, shareholder’s comprehensive income (loss), shareholders’ equity and comprehensive income, redeemable non-controlling interest and cash flows of the Company for the fiscal years period then ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP clauses (the “Auditor”i) and (ii) an unaudited balance sheet of the Company as of September 30), 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii)collectively, the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Company Financial Statements”). The Each of the Company Financial Statements present fairly(including the notes thereto) (A) were 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 respectsrespects in accordance with GAAP, the consolidated financial position and position, results of operations and cash flows of the Company as at the date thereof and for the period indicated therein (except as may be indicated therein and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are, individually or in the aggregate, material)), and (C) in the case of the respective dates or for Company Financial Statements described in clause (i) of the respective periods set forth thereinpreceding sentence, all in conformity contain an unqualified report of the Company’s auditors and comply in all material respects with GAAP consistently applied during the periods involved, except, in applicable accounting requirements and with the case rules and regulations of the Audited Financial StatementsSEC, the Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as stated applicable) in the notes thereto, and subject, in the case effect as of the unaudited interim financial statements, to the absence date of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letterthis Agreement. (b) The Company does not have any Liabilities of a nature financial statements or similar reports required by GAAP to be reflected included in a balance sheet, except the Registration Statement / Proxy Statement (including (i) Liabilities that are accrued the audited consolidated balance sheet of the Company as of March 31, 2019 and March 31, 2020 and the related audited consolidated statements of operations, comprehensive income (loss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company for the years then ended, audited in accordance with the standards of the PCAOB, (ii) the audited consolidated balance sheet of the Company as of March 31, 2021 and the related audited consolidated statements of operations, comprehensive income (loss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company for the years then ended, audited in accordance with the standards of the PCAOB, and (iii) customary pro forma financial statements) or reserved against any other filings to be made by the Company or MAAC with the SEC in connection with the transactions contemplated in this Agreement or any other Ancillary Document (the “Closing Company Financial Statements”), when delivered following the date of this Agreement in accordance with Section 5.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are, individually or in the aggregate, material) and the absence of notes thereto), (ii) will fairly present, in all material respects in accordance with GAAP, the consolidated financial position, results of operations and cash flows of the Company as at the date thereof and for the period indicated therein (except as may be indicated therein and subject to, in the case of any unaudited financial statements, normal year end audit adjustments (none of which are, individually or in the aggregate, material)), (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Company’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as applicable) in effect as of their respective dates of delivery, at the time of filing of the Registration Statement / Proxy Statement (in the case of the Closing Company Financial Statements included in the initial filing of the Registration Statement / Proxy Statement) and at the time of effectiveness of the Registration Statement / Proxy Statement (in the case of all Closing Company Financial Statements). (c) Except (i) as set forth on or provided for in the Company Financial Statements (or and in the notes thereto), (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which are Liabilities for a breach of Contract, breach of warranty, tort, infringement, Proceeding or violation of, or non-compliance with, Law), (iii) for Liabilities disclosed incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance by any of the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses), (iv) executory obligations under Contracts (excluding any Liabilities for a breach of Contract), (v) that are expressly permitted pursuant to or incurred in accordance with Section 5.1(b) (including as expressly set forth in Section 3.6(b5.1(b) of the Company Disclosure Letter, Schedules) and (ivvi) for Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which that would not have a Company Material Adverse Effect, no Group Company has any Liabilities. (cd) To the knowledge of the Company, the Company has established and maintains a system of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s consolidated assets. The Company maintains and, for all periods covered by the Company Financial Statements were prepared from and the Closing Company Financial Statements, has maintained books and records of the Company. Except as set forth on Section 3.6(b) Company in the ordinary course of business that are accurate and complete and reflect the consolidated revenues, expenses, assets and liabilities of the Company Disclosure Letterin all material respects. (e) Since January 1, 2019, the Company maintains accurate books and records which fairly reflect has not received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in all material respects all transactions relating the internal controls over financial reporting of the Company or, to the knowledge of the Company, any other Group Company as it pertains to the Company’s consolidated financial reporting, (ii) a “material weakness” in the internal controls over financial reporting of the Company or, to the knowledge of the Company, any other Group Company as it pertains to the Company’s consolidated financial reporting or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Company or, to the knowledge of the Company, any other Group Company as it pertains to the Company’s consolidated financial reporting. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) 3.6 of the Company Disclosure Letter sets forth the (ia) an audited consolidated balance sheet of the Company and the Company Subsidiaries as of December January 31, 20092004, December 31, 2008 and December 31, 2007 and the related (b) audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30January 31, 2010 2005 (the "Company 2005 Balance Sheet"), (c) related consolidated statements of income and cash flows for each of the related years ended January 31, 2004 and January 31, 2005, (d) unaudited statement of earnings consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2005, and (e) related consolidated statements of income and cash flow for the nine-month period then five months ended June 30, 2005 (the financial statements described in this clause (ii)collectively, the “Unaudited "Company Financial Statements”"). (b) The Company Financial Statements (i) have been prepared from, are in accordance with, and together with accurately reflect the Audited Financial Statements, books and records of the “Financial Statements”). The Financial Statements present fairly, Company and the Company Subsidiaries in all material respects, (ii) have been prepared in accordance with generally accepted accounting principles ("GAAP") in all material respects applied on a consistent basis during the periods involved and (iii) fairly present in all material respects in accordance with GAAP the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and shown (subject, in the case of the unaudited interim financial statementsclauses (ii) and (iii), to the absence of footnotes and to normal year-end adjustments, including none of which, individually or in the normal year-end adjustments set forth on Section 3.6(a)(ii) aggregate, would reasonably be expected to have a company Material Adverse Effect, and the absence of footnotes in the case of unaudited interim financial statements). The books and records of the Company Disclosure Letterand the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (bc) The Except as and to the extent disclosed or reserved against on the Company does not have 2005 Balance Sheet, neither the Company nor any Liabilities Company Subsidiary has any liabilities or obligations of a any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected set forth on a consolidated balance sheet of the Company and the Company Subsidiaries or in a balance sheet, except (i) Liabilities that are accrued or reserved against in the Financial Statements (or the notes thereto), (ii) Liabilities which have arisen since September 30except for liabilities that, 2010 that were incurred individually or in the ordinary course of businessaggregate, (iii) Liabilities disclosed in Section 3.6(b) of the Company Disclosure Letter, (iv) Liabilities expressly contemplated to be incurred by this Agreement, or (v) Liabilities which have not had and would not reasonably be expected to have a Company Material Adverse Effect. (cd) The Financial Statements were prepared from Neither the books and records Company nor any of the Company. Except as set forth on Section 3.6(bCompany Subsidiaries is, or has at any time since January 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Company Disclosure LetterSecurities Exchange Act of 1934, as amended (the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company"Exchange Act"). (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.

Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) The Company has made available to Parent a true and complete copy of the Company Disclosure Letter sets forth (i) an the audited consolidated balance sheet of the Company Group Companies as of December 31, 2009, December 31, 2008 2019 and December 31, 2007 2020 and the related audited consolidated statements of earnings, shareholder’s equity and comprehensive income, income and cash flows of the Company Group Companies for the year then ended and (ii) the unaudited consolidated balance sheet (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows of the Group Companies as of and for a year-to-date period ended as of the end of each fiscal years quarter that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by TopCo or Parent with the SEC (including for each fiscal quarter of the year ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto 2020) if such Registration Statement / Proxy Statement was to be filed as of the date hereof (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP clauses (the “Auditor”i) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statementstogether, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedule and, in the case of clause (i), will contain an unqualified report of the Company’s auditors when delivered following the date of this Agreement in accordance with Section 6.13. The Each of the Financial Statements present fairly(including the notes thereto) (A) was prepared in accordance with International Financial Reporting Standards (“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 position and position, results of operations and cash flows of the Company Group Companies as of at the respective dates or date thereof and for the respective periods set forth period indicated therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, except as otherwise specifically noted therein and (C) in the case of clause (i), has been audited in accordance with the Audited Financial Statements, as stated in the notes thereto, and subject, in the case standards of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure LetterPCAOB. (b) The Post-Signing Company does not have any Liabilities Financial Statements, when delivered following the date of a nature required by GAAP to be reflected this Agreement in a balance sheetaccordance with Section 6.13, except (i) Liabilities that are accrued or reserved against will be prepared in accordance with IFRS applied on a consistent basis throughout the Financial Statements periods indicated (or except as may be indicated in the notes thereto), (ii) will 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 and, (iii) will, if applicable, be audited in accordance with the standards of the PCAOB. (c) Except (i) as set forth on the face of the Latest Balance Sheet, (ii) for Liabilities which have arisen since September 30, 2010 that were incurred in the ordinary course of businessbusiness since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities disclosed incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (d) Except as set forth in Section 3.6(b3.2(d) of the Company Disclosure LetterSchedule, (iv) Liabilities expressly contemplated to be incurred by this Agreementsince December 31, or (v) Liabilities which would not have a Material Adverse Effect. (c) The Financial Statements were prepared from the books and records of the Company. Except as set forth on Section 3.6(b) of the 2018, no Group Company Disclosure Letterhas received any written or, the Company maintains accurate books and records which fairly reflect in all material respects all transactions relating to the Company’s knowledge, oral complaint, allegation, assertion or claim that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (B) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or (C) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies. (d) The Unaudited Financial Statements were prepared in accordance with the Accounting Principles.