Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Triage Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the 0000 X&X Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Triage Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entity.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Triage Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the 0000 X&X Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Triage Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entity.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are has previously furnished or made available to Buyer: (i) the unaudited special purpose statement of net assets audited consolidated balance sheets of the Triage Business Company as of December 31, 2016 2019, and December 31, 2018, and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended (collectively, the “Audited Financial Statements”), and (ii) the unaudited interim consolidated balance sheet of the Company as of June 30, 2020 (the “Reference Base Balance Sheet”), (ii) and the related special purpose statement unaudited interim consolidated statements of revenues operations and expenses of the Triage Business comprehensive loss for the fiscal year period then endedended (collectively, (iii) with the unaudited special purpose statement of net assets of the Triage Business as of March 31Base Balance Sheet, 2016 and 2017 (the later of which is the “Interim Balance Sheet”)Unaudited Financial Statements” and, (iv) collectively with the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectivelyAudited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared from based upon the information contained in the books of account and other financial records of Seller, the Triage Business Company and the Company Subsidiaries, have been properly prepared in accordance with GAAP, consistently applied over the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues periods presented and expenses and the 0000 X&X Information included in the Financial Statements present fairly fairly, in all material respects respects, the revenues and expenses, and profit and loss information, financial position of the Triage Business Company and the Company Subsidiaries as of such dates and results of their operations for the periods covered therebythen ended, and subject, in the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts case of the Triage Business set forth thereon as Unaudited Financial Statements, to (x) the absence of its datefootnote disclosures and other presentation items, which if presented would not differ materially from those presented in each case the Audited Financial Statement and (y) changes resulting from normal year-end adjustments in accordance a manner consistent with past practice (which are, individually and in the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entityaggregate immaterial).

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(aSchedule ‎3.5(a) sets forth the true, complete and correct copies of the Seller Disclosure Letter are following financial statements: (ia) the audited consolidated balance sheet of the Company as of each of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows of the Company for the fiscal years then ended (and footnotes thereto), and (b) the unaudited special purpose statement of net assets consolidated balance sheet of the Triage Business Company Entities as of December 31, 2016 2020 (the “Reference Latest Balance Sheet”) and the related unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company Entities for the 12-month period then ended. Except as set forth in Schedule ‎3.5(a), the foregoing financial statements (iiincluding the notes thereto, if any) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from and are consistent with the books of account and other financial records of the Triage Business Company Entities and present fairly, in all material respects, the consolidated financial position of the Company Entities as of the dates referred to for such financial statements and the consolidated results of their operations and their cash flows for the periods referred to therein, and have been prepared in accordance with the Accounting Methodologies GAAP, consistently applied on a consistent basis. The special purpose statements of revenues and expenses and the 0000 X&X Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Triage Business for throughout the periods covered therebythereby (except as may be indicated in the notes thereto and subject, and in the Reference case of the unaudited financial statements, to the lack of footnote disclosures (none of which, if presented, would materially differ from those in the audited financial statements of the Company) and, in the case of the Latest Balance Sheet, to normal and recurring year-end adjustments, the March 31effect of which would not, 2016 statement of net assets and individually or in the Interim Balance Sheet each present fairly in all aggregate, be material respects to the accounts of the Triage Business set forth thereon as of its dateCompany Entities, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated taken as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entitywhole).

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) The Company has made available to JAWS a true and complete copy of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets audited consolidated balance sheets of the Triage Business Group Companies as of December 31, 2016 (2018 and December 31, 2019 and the “Reference Balance Sheet”)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, and (ii) the related special purpose statement of revenues and expenses unaudited consolidated balance sheets of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business Group Companies as of March 31September 30, 2016 2019 and 2017 September 30, 2020 (the later of which is the “Interim Latest Balance Sheet”), (iv) and the related special purpose statement unaudited consolidated statements of revenues operations and expenses comprehensive loss, stockholders’ deficit and cash flows of the Triage Business Group Companies for each of the fiscal quarters nine-month periods then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items clauses (i) through and (vii), 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 have been (including the notes thereto) (A) was prepared from in accordance with GAAP applied on a consistent basis throughout the books periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of account operations and other financial records cash flows of the Triage Business 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 Accounting Methodologies applied on a consistent basis. The special purpose statements standards of revenues the American Institute of Certified Public Accountants and expenses contain an unqualified report of the Company’s auditors and the 0000 X&X Information included in the Financial Statements present fairly (D) comply in all material respects with the revenues applicable accounting requirements and expenses, with the rules and profit and loss information, regulations of the Triage Business for SEC, the periods covered thereby, Exchange Act and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly Securities Act in all material respects the accounts effect as of the Triage Business set forth thereon respective dates thereof (including Regulation S-X or Regulation S-K, as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entityapplicable).

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(aSchedule 4.4(a) sets forth true, correct and complete copies of the Seller Disclosure Letter are (i) the unaudited special purpose statement audited balance sheet and related audited statements of net assets income and cash flow of the Triage Business BGCT LLC and its Subsidiaries as of and for the fiscal years ended December 31, 2016 (2016, December 31, 2015 and December 31, 2014, and the “Reference Balance Sheet”)related notes thereto, and (ii) the unaudited balance sheet and related special purpose statement unaudited statements of revenues income and expenses cash flow of the Triage Business BGCT LLC and its Subsidiaries as of and for the fiscal year then endedperiod from January 1, 2017 through the BGCT Financial Statement Date, in each case prepared in accordance with GAAP (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “BGCT Financial Statements”). The Except as described in the notes thereto, the BGCT Financial Statements Statements, together with the related notes and schedules thereto, have been prepared from and any financial statements of BGCT LLC delivered by Sellers following the books of account and other financial records of the Triage Business date hereof in accordance with the Accounting Methodologies Section 6.12 shall be, prepared in conformity with GAAP applied on a consistent basis. The special purpose statements of revenues basis and expenses and the 0000 X&X Information included in the Financial Statements present fairly present, in all material respects respects, the revenues financial position and expenses, the assets and profit liabilities and loss information, the results of operations of BGCT LLC and its Subsidiaries as of the Triage Business respective dates thereof or for the respective periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basistherein; provided, however, that the Financial Statements unaudited financial statements of BGCT LLC and the foregoing representations its Subsidiaries are subject in all respects to year-end adjustments and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include contain all footnotes and schedules required in audited financial statements, none of which, individually or in the costs necessary for the Triage Business to operate as a separate standalone entityaggregate, are material.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) The Company has made available to MAAC a true and complete copy of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets audited consolidated balance sheet of the Triage Business 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 and (ii) the unaudited consolidated balance sheet of the Company as of December 31, 2016 2020 (the “Reference Latest Balance Sheet”) and the related unaudited consolidated statements of operations, comprehensive income (loss), (ii) the related special purpose statement of revenues shareholders’ equity and expenses redeemable non-controlling interest and cash flows of the Triage Business Company for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters period then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items clauses (i) through and (vii), collectively, the “Company Financial Statements”). The Each of the Company Financial Statements have been (including the notes thereto) (A) were prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies GAAP applied on a consistent basis. The special purpose statements of revenues and expenses and basis throughout the 0000 X&X Information included periods indicated (except as may be indicated in the Financial Statements present notes thereto), (B) fairly presents, in all material respects in accordance with GAAP, the revenues consolidated financial position, results of operations and expensescash 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 profit and loss information, (C) in the case of the Triage Business for Company Financial Statements described in clause (i) of the periods covered therebypreceding sentence, contain an unqualified report of the Company’s auditors and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly comply in all material respects with the accounts applicable accounting requirements and with the rules and regulations of the Triage Business set forth thereon SEC, the Exchange Act and the Securities Act (including Regulation S-X or Regulation S-K, as applicable) in effect as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all date of the costs necessary for the Triage Business to operate as a separate standalone entitythis Agreement.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are The Company has made available to TortoiseCorp III (i) the unaudited special purpose statement of net assets a true and complete copy of the Triage Business audited consolidated balance sheets of the Group Companies as of December 31, 2016 (2020 and December 31, 2021 and the “Reference Balance Sheet”)related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for each of the periods then ended, together with all related notes and schedules thereto, and (ii) the related special purpose statement of revenues and expenses unaudited consolidated balance sheet of the Triage Business Group Companies as of June 30, 2023 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the fiscal year period then ended, together with all related notes and schedules thereto (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items clauses (i) through and (vii), collectively, the “Financial Statements”), each of which is attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements have been (including the notes thereto) (A) was prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies GAAP applied on a consistent basis. The special purpose statements of revenues and expenses and basis throughout the 0000 X&X Information included periods indicated (except as may be indicated in the Financial Statements present notes thereto), (B) fairly presents, 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 (C) comply in all material respects with the revenues applicable accounting requirements and expenses, with the rules and profit and loss information, regulations of the Triage Business for SEC, the periods covered thereby, Exchange Act and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly Securities Act in all material respects the accounts effect as of the Triage Business set forth thereon respective dates thereof (including Regulation S-X or Regulation S-K, as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entityapplicable).

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are The Company has made available to TortoiseCorp III (i) the unaudited special purpose statement of net assets a true and complete copy of the Triage Business audited consolidated balance sheets of the Group Companies as of December 31, 2016 (2022 and the “Reference Balance Sheet”)related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for each of the periods then ended, together with all related notes and schedules thereto, and (ii) the related special purpose statement of revenues and expenses unaudited consolidated balance sheet of the Triage Business Group Companies as of December 31, 2023 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the fiscal year period then ended, together with all related notes and schedules thereto (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items clauses (i) through and (vii), collectively, the “Financial Statements”), each of which is attached as Section 3.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements have been (including the notes thereto) (A) was prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies GAAP applied on a consistent basis. The special purpose statements of revenues and expenses and basis throughout the 0000 X&X Information included periods indicated (except as may be indicated in the Financial Statements present notes thereto), (B) fairly presents, 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 (C) comply in all material respects with the revenues applicable accounting requirements and expenses, with the rules and profit and loss information, regulations of the Triage Business for SEC, the periods covered thereby, Exchange Act and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly Securities Act in all material respects the accounts effect as of the Triage Business set forth thereon respective dates thereof (including Regulation S-X or Regulation S-K, as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entityapplicable).

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) 5.5 of the Seller SpinCo Disclosure Letter are Schedule sets forth: (i) the unaudited special purpose statement of net assets operations of the Triage SpinCo Business for the years ended September 30, 2022 and October 1, 2021 and the unaudited balance sheet of the SpinCo Business as of December 31September 30, 2016 2022 (the “Reference Balance SheetAnnual Business Financial Statements”), ) and (ii) the related special purpose unaudited interim statement of revenues and expenses operations of the Triage SpinCo Business for the fiscal year then endednine (9) months ended June 30, (iii) 2023 and the unaudited special purpose statement of net assets balance sheet of the Triage SpinCo Business as of March 31June 30, 2016 and 2017 2023 (together with the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Annual Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectivelyFinancial Statements, the “Business Financial Statements”). The Business Financial Statements have been prepared (x) were derived from the books of account Books and other financial records Records of the Triage Business Company and its Subsidiaries and were prepared in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the 0000 X&X Information included in the Financial Statements present fairly GAAP in all material respects the revenues and expenses, and profit and loss information, of the Triage Business for consistently applied throughout the periods covered therebyinvolved, except as otherwise noted therein and the Reference Balance Sheet(y) present fairly, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects respects, the accounts financial position and the results of operations of the Triage Business set forth thereon SpinCo Business, in the aggregate, as of its datethe respective dates thereof or the periods then ended, in each case except as may be noted therein and, in accordance with the Accounting Methodologies applied on a consistent basiscase of interim statements, subject to normal and recurring year-end adjustments and the absence of footnote disclosures; provided, provided that the Business Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the Triage SpinCo Business has not operated as on a separate standalone entity basis and therefore has historically been reported within the Company’s consolidated financial statements, (B) the Business Financial Statements assume certain allocated charges and credits which do not include all necessarily reflect amounts that would have resulted from arms-length transactions or that the SpinCo Business would incur on a standalone basis, and (C) the Business Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the costs necessary for SpinCo Business or the Triage Business to operate as a separate standalone entitySpinCo Entities will be in the future.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) The Company has made available to Qell a true and complete copy of the Seller Disclosure Letter are (i) the unaudited special purpose statement (as applicable) statutory individual financial statements (Jahresabschluss) of net assets of Lilium Schweiz GmbH for the Triage Business fiscal year 2019 (comprising a balance sheet as of December 31, 2016 (2019 and the “Reference Balance Sheet”related statements of income for the year then ended), (ii) the related special purpose statement audited statutory individual financial statements (Jahresabschluss) of revenues Lilium GmbH and expenses of the Triage Business Lilium Aviation UK Ltd. for the fiscal year 2019 (comprising a balance sheet as of December 31, 2019 and the related statements of income for the year then ended, ) and (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31consolidated profits and loss statements, 2016 cash flow statements and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business balance sheets for the fiscal quarters then ended Company and (v) the unaudited net revenueLilium eAircraft GmbH, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA a German limited liability company for the Triage Business for the fiscal year ended December 31nine-month period ending on September 30, 2016 2020 (the “0000 X&X Information”) (items (i) through (v), 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 have been (including the notes thereto) was prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies applicable local generally accepted accounting principles applied on a consistent basis. The special purpose statements of revenues and expenses and basis throughout the 0000 X&X Information included periods indicated (except as may be indicated in the notes thereto). Except as set forth in Section 3.4.(a) of the Company Disclosure Schedules those Financial Statements present identified in (x) Section 3.4(a)(i) and 3.4(a)(iii) fairly present, in all material respects the revenues and expensesrespects, and profit (y) Section 3.4(a)(ii) give a true and loss information, of the Triage Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its datefair view of, in each case in accordance with case, the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements financial position and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all results of operations of the costs necessary applicable Group Company, as at the date thereof and for the Triage Business to operate period indicated therein, except as a separate standalone entityotherwise specifically noted therein. Except as set forth on Section 3.4(a) of the Company Disclosure Schedules, at the time of the preparation of the respective Financial Statements, all identifiable risks, reductions in value and losses have been reflected therein with sufficient write-offs (Abschreibungen), value adjustments (Wertberichtigungen) and provisions (Rückstellungen).

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) The Company has made available to Pathfinder a true and complete copy of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets audited consolidated balance sheets of the Triage Business Group Companies as of December 31, 2016 2021 (the “Reference Latest Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 2020, and the related audited consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Group Companies for each year then ended (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”), each of which is attached as an annex to Section 2.4(a) of the Company Disclosure Schedules. The Each of the Financial Statements have been (including the notes thereto) (A) was prepared from in accordance with GAAP applied on a consistent basis throughout the books of account and other periods indicated (except as may be indicated in the notes thereto, where applicable), (B) fairly presents, in all material respects, the consolidated financial records position of the Triage Business Group Companies, the consolidated results of the Group Companies’ operations and comprehensive loss and statements of stockholders’ equity and cash flows of the Group Companies (on a consolidated basis) as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (C) in the case of the financing statements described in the definition “Financial Statements”, was audited in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements standards of revenues the PCAOB and expenses contain an unqualified report of the Company’s auditors and the 0000 X&X Information included in the Financial Statements present fairly (D) comply in all material respects with the revenues applicable accounting requirements and expenses, with the rules and profit and loss information, regulations of the Triage Business for SEC, the periods covered thereby, Exchange Act and the Reference Balance SheetSecurities Act (including Regulation S-X or Regulation S-K, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly as applicable) in all material respects the accounts effect as of the Triage Business set forth thereon as date of its datethis Agreement, in each case in accordance with at the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all time of filing of the costs necessary for Registration Statement / Proxy Statement and at the Triage Business to operate as a separate standalone entitytime of effectiveness of the Registration Statement / Proxy Statement.