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 Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 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 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 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 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basis. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Business.

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. (b) The financial statements to be delivered under Section 6.10 6.14 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Triage Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Triage Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall 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 GAAP applied on a consistent basis. (c) The Triage Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Triage Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Triage Business.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) BP has made available to Mountain a true and complete copy of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses income statements of the Business for the fiscal year then ended, years 2019 through 2022 (iii) the unaudited special purpose statement of net assets of the 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 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 Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”). The Each of the Financial Statements have been prepared from fairly presents, in all material respects, the books results of account and other financial records operations of the Business in accordance with as at the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues date thereof 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 Business for the periods covered therebyperiod indicated therein, 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 Business set forth thereon except 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entityotherwise specifically noted therein. (b) The financial audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements to be delivered under Section 6.10 of income and cash flows of the Business for each of the years then ended (the “SEC Closing Company Audited Financial Statements”), at when delivered following the time date of deliverythis Agreement in accordance with Section 6.14, (i) will have been be prepared from the books of account and other financial records of the Business in accordance with GAAP IFRS applied on a consistent basisbasis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly present, in all material respects respects, the revenues consolidated financial position, results of operations and direct expenses cash flows of the Business as at the date thereof and for the period covered therebyindicated therein, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon except as of its dateotherwise specifically noted therein, in each case (iii) will have been audited in accordance with GAAP applied on a consistent basisthe standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities Except (i) constitutingfor Liabilities incurred in connection with the negotiation, preparation or that would constituteexecution of this Agreement or any Ancillary Documents, Excluded Liabilitiesthe performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) reflected or reserved against as set forth in the Reference Balance Sheet (or Financial Statement for fiscal year 2022 of the notes thereto) or Interim Balance SheetBusiness, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are notnot 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) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS. (e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, allegation, assertion or claim from any source regarding accounting, internal accounting controls or auditing matters or that there is (A) “significant deficiency” in the internal controls over financial reporting of the Group Companies or the Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (vB) as would not, individually or a “material weakness” in the aggregate, reasonably be expected to be material to internal controls over financial reporting of the Group Companies or the Business. The Group Companies maintain and, for all periods covered by the Financial Statements and the Closing Company Audited Financial Statements, have maintained books and records of the Group Companies and the Business in the ordinary course of business that are accurate and complete and reflect in all material respects the revenues, expenses, assets and liabilities of the Group Companies and the Business. BP has made available to Mountain a summary of all material complaints or concerns relating to other matters made since January 1, 2020 through the whistleblower hot-line or equivalent system of FCB and/or its Subsidiaries for receipt of employee concerns regarding possible violations of Law.

Financial Statements; Undisclosed Liabilities. (a) Attached The Company has made available to CBRG a true and complete copy of the following financial statements, which are attached as Section 4.04(a3.4(a) of the Seller Company Disclosure Letter are (i) the unaudited special purpose statement of net assets Schedules: audited consolidated balance sheets of the Business Group Companies as of December 31, 2016 2023 (the “Reference Latest Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 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 Business for the fiscal year ended December 31, 2016 2022 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 the years then ended (the “0000 X&X Information”) (items (i) through (v), collectively, the “Audited Financial Statements”). The Audited Financial Statements have been prepared from (including the books of account and other financial records of the 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 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (bnotes thereto) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been were prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basisbasis throughout the periods indicated (except as may be specifically indicated in the notes thereto), (ii) fairly present, in all material respects, the statements financial position, results of revenues operations, convertible preferred stock and direct expenses included stockholders’ deficit and cash flows of the Group Companies (on a consolidated basis) as at the date thereof and for the period indicated therein, (iii) were audited in accordance with the SEC Financial Statements will present fairly standards of the American Institute of Certified Public Accountants and contain an unqualified report of the Group Companies’ auditor, (iv) comply in all material respects with the revenues applicable accounting requirements and direct expenses with the rules and regulations of the Business for SEC, the period covered thereby, Exchange Act and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly Securities Act (including Regulation S-X or Regulation S-K, as applicable) in all material respects the accounts effect as of the Business set forth thereon as date of its datethis Agreement and the respective dates thereof and (v) were prepared from and accurately reflect the books and records of the Group Companies. (b) The Required Company Financial Statements, when delivered following the date of this Agreement in each case accordance with Section 5.19, (i) will be prepared in accordance with GAAP applied on a consistent basisbasis throughout the periods indicated (except as may be specifically indicated in the notes thereto) and subject, in the case of any unaudited financial statements, to the absence of footnotes and year-end audit adjustments (none of which are individually or in the aggregate material), (ii) will fairly present, in all material respects, the financial position, results of operations, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies as at the date thereof and for the period indicated therein, subject, in the case of any unaudited financial statements, to the absence of footnotes and 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 by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act and will contain an unqualified report of the Group Companies’ auditor, (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 the respective dates of delivery, at the time of filing of the Registration Statement/Proxy Statement and at the time of effectiveness of the Registration Statement/Proxy Statement and (v) will be prepared from and accurately reflect the books and records of the Group Companies. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities Except (i) constituting, or that would constitute, Excluded Liabilitiesas set forth on the face of the Latest Balance Sheet, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) for Liabilities incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent since the date of the Latest Balance Sheet (none of which are Liabilities directly or indirectly related to a breach of Contract, breach of warranty, tort, infringement, Proceeding or violation of, or non-compliance with, Law), (iii) for Liabilities incurred in connection with past practice 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 transactions contemplated hereby or thereby, (iv) executory obligations under Material Contracts (excluding any Liabilities related to a breach of a Material Contract), (v) as disclosed on Section 5.1 of the Company Disclosure Schedules and (vi) for Liabilities that are notnot and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessGroup Companies, taken as a whole, no Group Company has any Liabilities. (d) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance (i) that all transactions are executed in accordance with management’s authorization, (ivii) that all transactions are recorded as contemplated 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) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Group Company’s properties or assets. The Group Companies maintain and, for all periods covered by the Required Company 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) Since the Lookback Date, except as listed in Section 3.4(e) of the Company Disclosure Schedules, 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. (f) As of the date hereof, each Group Company is Solvent. Assuming (a) the truth and accuracy of the representations and warranties of the CBRG Parties set forth in Article 4, (b) compliance by the CBRG Parties with their covenants and agreements set forth in this Agreement or otherwise incurred in connection Agreement, (c) compliance by the Financing Investors with the Transactions or (v) as would notterms of the Financing Agreement, individually or in upon and immediately after the aggregateconsummation of the Closing, reasonably each of the Group Companies will be expected to be material to the BusinessSolvent.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are The Company has provided Parent with true, correct and complete copies of: (i) the Company’s unaudited special purpose balance sheet as of June 30, 2018 (the “Latest Balance Sheet”) and the related statement of net assets income, members’ equity and cash flow for the 5-month period then ended and (ii) the Company’s unaudited compiled balance sheet and statement of income, members’ equity and cash flow for the Business as of fiscal years ended December 31, 2017 and December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 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 Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items all such financial statements referred to in (i) through and (vii), collectively, the “Financial Statements”). The Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, the Financial Statements have been prepared (i) were compiled from the books of account and records and other financial records regularly maintained by management of the Business in accordance with Company used to prepare the Accounting Methodologies applied on a consistent basis. The special purpose financial statements of revenues the Company, which books and expenses records and the 0000 X&X Information included other financial records are accurate, complete and current in the Financial Statements all material respects, (ii) present fairly and accurately in all material respects the revenues financial condition, cash flows and expenses, and profit and loss information, results of operations of the Business Company as of the times and 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 Business set forth thereon as of its date, in each case referred to therein in accordance with GAAP, consistently applied (subject 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all case of the costs necessary for unaudited financial statements to (y) the Business to operate as a separate standalone entityabsence of footnote disclosures and other presentation items and (z) changes resulting from normal and recurring year-end adjustments, none of which are material either individually or in the aggregate). (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on Company is not a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered therebyparty to, and the statement Company has no 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 the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of assets acquired and Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities assumed contained therein shall each present fairly of, the Company in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basisCompany’s financial statements. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be accounts receivable reflected or reserved against in on the Financial Statements prepared in accordance with Latest Balance Sheet and the Accounting Methodologies except Liabilities accounts receivable arising after the date thereof (i) constituting, have arisen from bona fide transactions entered into by the Company involving the sale of goods or that would constitute, Excluded Liabilitiesthe rendering of services in the Ordinary Course of Business, (ii) reflected constitute only valid, undisputed claims of the Company not subject to claims of set-off or reserved against other defenses or counterclaims other than normal cash discounts accrued in the Reference Ordinary Course of Business, and (iii) subject to a reserve for bad debts shown on the Latest Balance Sheet (or or, with respect to accounts receivable arising after the notes thereto) or Interim Latest Balance Sheet, (iii) incurred on the accounting records of the Company made available to Parent, are collectible in full. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Reference Latest Balance Sheet, on the accounting records of the Company made available to Parent have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (d) The Company does not have any Liabilities, except (i) Liabilities reflected on the Latest Balance Sheet or Interim (ii) Liabilities incurred in the Ordinary Course of Business since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice that and which are not, individually or in the aggregate, material to the Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Businessamount.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) A true, correct and complete copy of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Business as of March 31, 2016 and 2017 (the later of which 2004 Financial Statements is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the 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 Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”set forth on Schedule 5.5(a). The 2004 Financial Statements (A) have been prepared from the books of account and other financial records of the Business 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 (B) present fairly in all material respects the revenues financial position, assets and expenses, and profit and loss information, liabilities of each of the Business Non-Fund Entities as of the date thereof and the results of operations, revenues, expenses and cash flows of each Non-Fund Entity for the respective periods covered thereby. (b) A true, correct and the Reference Balance Sheet, the March 31, 2016 statement complete copy of net assets and the Interim Balance Sheet each Financial Statements is set forth on Schedule 5.5(b). The Interim Financial Statements (i) have been prepared in accordance with internal financial reporting policies of the Non-Fund Entities consistent with past practice and (ii) present fairly in all material respects the accounts financial position, assets and liabilities of each Non-Fund Entity as of the 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 respective dates thereof and the foregoing representations results of operations, revenues, expenses and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all cash flows of the costs necessary each Non-Fund Entity for the Business to operate as a separate standalone entityrespective periods covered thereby. (bc) The financial statements Once delivered pursuant to be delivered under Section 6.10 7.15, the 2005 Financial Statements (the “SEC Financial Statements”), at the time of delivery, (iA) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP consistently applied on a consistent basis, and (iiB) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues financial position, assets and direct expenses liabilities of each of the Business Non-Fund Entities as of the date thereof and the results of operations, revenues, expenses and cash flows of each Non-Fund Entity for the period respective periods covered thereby. (d) The Financial Statements are (or will be, and in the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts case of the Business set forth thereon as of its date, in each case 2005 Financial Statements) in accordance with GAAP applied on the books and records of the Non-Fund Entities, do not reflect any transactions that are not bona fide transactions and do not contain any untrue information or disclosures of a consistent basismaterial nature or omit any material fact necessary to make the information and disclosures contained therein, in light of the circumstances in which they were made, not misleading. (ce) The Business does not Except as set forth in the audited balance sheets included in the Financial Statements, the Non-Fund Entities have any Liabilities of any nature (no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise) that would be required , whether due or to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constitutingbecome due, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) other than trade payables and accrued expenses incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business and consistent with past practice that are notsince December 31, individually or in the aggregate, material to the Business, 2004. (ivf) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the BusinessThere is no Debt outstanding.

Financial Statements; Undisclosed Liabilities. (a) Attached The Company has made available to ARYA a true and complete copy of the following financial statements, which are attached as Section 4.04(a3.4(a) of the Seller Company Disclosure Letter are (i) the unaudited special purpose statement of net assets Schedules: audited consolidated balance sheets of the Business Group Companies as of December 31, 2016 2022 (the “Reference Latest Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 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 Business for the fiscal year ended December 31, 2016 2021 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 the years then ended (the “0000 X&X Information”) (items (i) through (v), collectively, the “Audited Financial Statements”). The Audited Financial Statements have been prepared from (including the books of account and other financial records of the 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 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (bnotes thereto) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been were prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basisbasis throughout the periods indicated (except as may be specifically indicated in the notes thereto), (ii) fairly present, in all material respects, the statements financial position, results of revenues operations, convertible preferred stock and direct expenses included stockholders’ deficit and cash flows of the Group Companies (on a consolidated basis) as at the date thereof and for the period indicated therein, (iii) were audited in accordance with the SEC Financial Statements will present fairly standards of the American Institute of Certified Public Accountants and contain an unqualified report of the Group Companies’ auditor, (iv) comply in all material respects with the revenues applicable accounting requirements and direct expenses with the rules and regulations of the Business for SEC, the period covered thereby, Exchange Act and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly Securities Act (including Regulation S-X or Regulation S-K, as applicable) in all material respects the accounts effect as of the Business set forth thereon as date of its datethis Agreement and the respective dates thereof and (v) were prepared from and accurately reflect the books and records of the Group Companies. (b) The Required Company Financial Statements, when delivered following the date of this Agreement in each case accordance with Section 5.19, (i) will be prepared in accordance with GAAP applied on a consistent basisbasis throughout the periods indicated (except as may be specifically indicated in the notes thereto) and subject, in the case of any unaudited financial statements, to the absence of footnotes and year-end audit adjustments (none of which are individually or in the aggregate material), (ii) will fairly present, in all material respects, the financial position, results of operations, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies as at the date thereof and for the period indicated therein, subject, in the case of any unaudited financial statements, to the absence of footnotes and 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 by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act and will contain an unqualified report of the Group Companies’ auditor, (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 the respective dates of delivery, at the time of filing of the Registration Statement / Proxy Statement and at the time of effectiveness of the Registration Statement / Proxy Statement and (v) will be prepared from and accurately reflect the books and records of the Group Companies. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities Except (i) constituting, or that would constitute, Excluded Liabilitiesas set forth on the face of the Latest Balance Sheet, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) for Liabilities incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent since the date of the Latest Balance Sheet (none of which are Liabilities directly or indirectly related to a breach of Contract, breach of warranty, tort, infringement, Proceeding or violation of, or non-compliance with, Law), (iii) for Liabilities incurred in connection with past practice 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 transactions contemplated hereby or thereby, (iv) executory obligations under Material Contracts (excluding any Liabilities related to a breach of a Material Contract), (v) as disclosed on Section 5.1 of the Company Disclosure Schedules and (vi) for Liabilities that are notnot and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessGroup Companies, taken as a whole, no Group Company has any Liabilities. (d) The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance (i) that all transactions are executed in accordance with management’s authorization, (ivii) that all transactions are recorded as contemplated 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) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Group Company’s properties or assets. The Group Companies maintain and, for all periods covered by the Required Company 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) Since the Lookback Date, 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. (f) As of the date hereof, each Group Company is Solvent. Assuming (a) the truth and accuracy of the representations and warranties of the ARYA Parties set forth in Article 4, (b) compliance by the ARYA Parties with their covenants and agreements set forth in this Agreement or otherwise incurred in connection Agreement, (c) compliance by the ARYA Parties and the PIPE Investors with the Transactions or terms of the PIPE Subscription Agreements, (vd) as would notcompliance by the Convertible Security Investors with the Convertible Security Subscription Agreement and (e) compliance by the Perceptive Investor with the terms of the 2024 Bridge Financing Agreement, individually or in upon and immediately after the aggregateconsummation of the Closing, reasonably each of the Group Companies will be expected to be material to the BusinessSolvent.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) The books of account and related records of the Seller Disclosure Letter are Company fairly reflect in all material respects the Company’s assets, liabilities and transactions in accordance with GAAP. The (ix) the unaudited special purpose statement of net assets balance sheets of the Business Company as of December 31, 2016 (2006 and 2005 and the “Reference Balance Sheet”)related statements of income and retained earnings and cash flows for the years ended December 31, 2006 and 2005, each of which have been audited by Gocial Gerstein, LLC, (iiy) balance sheet of the Company as of December 31, 2004 and the related special purpose statement statements of revenues income and expenses of the Business retained earnings and cash flows for the fiscal year then endedended December 31, 2004, which have been compiled by Gocial Gerstein, LLC, and (iiiz) the unaudited special purpose statement of net assets balance sheet of the Business Company as of March 31, 2016 and 2017 2007 (the later “Balance Sheet Date”), and the related statements of which is income and retained earnings and cash flows for the three-month period ended March 31, 2007 (the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the 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 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 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 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, have been previously delivered to Buyer and (i) will have been are true and correct in all material respects, (ii) were prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis(except as specifically otherwise noted therein or, (ii) the statements of revenues and direct expenses included in the SEC case of the Interim Financial Statements will Statements, except for the absence of footnotes), and (iii) present fairly in all material respects the revenues financial position, results of operations and direct expenses cash flows of the Business Company as of such dates and for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case periods then ended in accordance with GAAP applied on a consistent basis. GAAP. The unaudited balance sheet of the Company as of the Balance Sheet Date is attached hereto as Schedule 3.6.1 (c) the “Balance Sheet”). The Business Company does not have any Liabilities liability or obligation of any nature (nature, whether accrueddue or to become due, absolute, contingent or otherwise, except (a) that would be required to be the extent reflected or reserved against in as a liability on the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iiib) liabilities incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice that are not, individually or in after the aggregate, material to the Business, Balance Sheet Date and (ivc) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Businessliabilities disclosed on Schedule 3.6.2 attached hereto.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of The Company will furnish prior to Closing to the Seller Disclosure Letter are Parent true, correct, and complete copies of: (i) the unaudited special purpose statement of net assets balance sheets of the Business Company as of December 31, 2016 (the “Reference Balance Sheet”)2003 and December 31, (ii) the related special purpose statement of revenues 2004 and expenses an unaudited balance sheet of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Business Company as of March 31, 2016 and 2017 2005 reviewed by the Company’s independent accountants; (the later of which is the “Interim Balance Sheet”), (ivii) the related special purpose statement of revenues and expenses unaudited income statements of the Business Company for the fiscal quarters then years ended December 31, 2003 and December 31, 2004 and an unaudited income statement of the Company for the three (3) month period ended March 31, 2005 reviewed by the Company’s independent accountants and (viii) unaudited statements of cash flows of the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Business Company for the fiscal year ended December 31, 2016 2003 and December 31, 2004 and an unaudited statement of cash flows of the Company for the three (3) month period ended March 31, 2005 reviewed by the “0000 X&X Information”) Company’s independent accountants (items (i) through (v), collectively, the “Company Financial Statements”). The Company Financial Statements have been prepared from by the Company on the basis of the books of account and other financial records of the 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 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 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 maintained by the fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basis. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet Company in the ordinary course of business in a manner consistently used and applied throughout the periods involved. The Company Financial Statements have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) and fairly present in all material respects the financial condition of the Company and its subsidiaries as at the respective dates thereof, except that the Company’s reviewed balance sheet as of March 31, 2005 and its income statement and statement of cash flows for the three (3) month period then ended are subject to normal year end adjustments in the ordinary course of business. (b) Except for liabilities (i) set forth in Section 3.5 of the Company Disclosure Schedule, (ii) reflected in the Company Financial Statements or (iii) incurred in the ordinary course of business, consistent with past practice that are not, individually or in the aggregate, material to the Business, (iv) as contemplated by connection with this Agreement or otherwise incurred in connection with the Transactions transactions contemplated hereby, neither the Company nor any of its subsidiaries has any material liabilities or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Businessobligations of any nature.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) Copies of each of the Seller Disclosure Letter are Companies’ (i) the unaudited special purpose statement of net assets audited financial statements consisting of the Business balance sheet of each of the Companies as of December 31, 2016 2019 and the related statements of operations, members’ equity and cash flows for the year then ended (the “Reference Balance SheetAudited Financial Statements”), (ii) unaudited financial statements consisting of the unaudited balance sheet of each of the Companies as of December 31 in each of the years 2018 and 2017 and the related special purpose statement statements of revenues operations, members’ equity and expenses of the Business cash flows for the fiscal year then ended, ended (the “Unaudited Financial Statements”) and (iii) unaudited financial statements consisting of the unaudited special purpose statement balance sheet of net assets each of the Business Companies as of March 31September 30, 2016 2020 and 2017 the related unaudited income statements for the nine-month period then ended (the later of which is the “Interim Balance Sheet”), (iv) Financial Statements” and together with the related special purpose statement of revenues Audited Financial Statements and expenses of the 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 Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectivelyUnaudited Financial Statements, the “Financial Statements”)) have previously been delivered and/or made available to Buyer. The Financial Statements have been prepared from the books of account derived from, and other financial records of the 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 are consistent, in all material respects respects, with, the revenues books and expenses, and profit and loss information, records of each of the Business for the periods covered thereby, Company Members 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (none of which would be material, individually or in the aggregate) and the absence of notes (that, if presented, would not differ materially from those included in the Audited Financial Statements), and, on that basis, present fairly, in all material respects, the financial condition of each of the Company Members as of the respective dates they were prepared and the results of the operations of each of the Company Members for the periods indicated. No financial statements of any Person other than the Company Members are required by GAAP to be included or reflected in any of the foregoing financial statements. Each of the Companies have also delivered to Buyer true, correct and complete copies of all letters from each of the Companies’ auditors to the respective Companies’ board of managers or audit committee during the 12 months prior to the date of this Agreement, together with true, correct and complete copies of all responses thereto. (b) The Company Members have no Liabilities, except: (i) those which are adequately reflected or reserved against on the Audited Balance Sheet as of December 31, 2019 (the “Audited Balance Sheet Date”), (ii) those which have been incurred in the statements Ordinary Course of revenues Business since the Audited Balance Sheet Date (none of which relate to breach of contract, breach of warranty, tort, infringement, violation of or Liability under any Law or any Action, none of which are material individually or in the aggregate, and direct expenses all of which will be included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses calculation of the Business for the period covered therebyClosing Working Capital), and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basis. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) those incurred after since the date of the Reference Audited Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice Date that are not, reasonably expected to involve, individually or in the aggregate, material an amount greater than $15,000 to the BusinessCompany Members, (ivtaken as a whole. The Company Members do not maintain any “off-balance sheet” arrangement within the meaning of Item 303(a)(4)(ii) as contemplated by this Agreement or otherwise incurred in connection with of Regulation S-K of the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the BusinessSEC.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) The Company has made available to Parent copies of the Seller Disclosure Letter are (i) the unaudited special purpose reviewed financial statements (including the balance sheet and the related statement of net assets of the Business operations, stockholders’ deficit and cash flows) as of and for the year ended December 31, 2016 (the “Reference Balance Sheet”)2014, (ii) the related special purpose statement of revenues and expenses audited consolidated financial statements of the Business Company (including the balance sheet and the related statements of operations, stockholders’ deficit and cash flows) as of and for the fiscal year then endedyears ended December 31, 2015 and December 31, 2016 and (iii) the unaudited special purpose statement of net assets consolidated financial statements of the Business Company as of March and for the five (5) months ended May 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 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 Business for the fiscal year ended December 31, 2016 (the “0000 X&X InformationSheet Date”) (items (i) through (v), collectively, the “Company Financial Statements”). The Company Financial Statements (x) (including in each case, the notes thereto, if any) present fairly, in all material respects, the combined financial position and results of operations and cash flows of the Company as of the dates thereof and for the periods covered thereby, and (y) have been prepared in accordance with GAAP, consistently applied, subject, in the case of the unaudited Company Financial Statements, to normal year-end adjustments (none of which individually or in the aggregate will be material in amount) and the absence of footnotes. The Company Financial Statements have been prepared from books and records maintained by the Company. (b) The books of account and other financial records of the 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 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will Company have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basis. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet kept accurately in the ordinary course of business consistent with past practice applicable Laws, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Company have been properly recorded therein in all material respects. The Company has in place systems of internal accounting controls that are notcustomary for companies at the same stage of development as the Company designed to (i) provide reasonable assurances regarding the reliability of the Company Financial Statements, individually including that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, and (ii) in a timely manner accumulate and communicate to the Company’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in the Company Financial Statements. Since December 31, 2016, there has been no change in any accounting controls, policies, principles, methods or practices, including any change with respect to reserves (whether for bad Debts, contingent liabilities or otherwise), of the Company. (c) The Company does not have any Liabilities of the type required to be set forth in the liabilities column of a balance sheet prepared in accordance with GAAP except for (i) Liabilities which are adequately reflected or provided for on or disclosed on the face of the most recent balance sheet included in the Company Financial Statements, (ii) current Liabilities incurred in the ordinary course of business since the date of the unaudited balance sheet included in the Company Financial Statements, (iii) obligations to be performed under the executory portion of any Contracts (other than obligations due to breaches or non-performance under such Contracts), or (iv) Liabilities incurred under this Agreement or in connection with the aggregatetransactions contemplated hereby. The Company does not have any Liabilities except for (i) Liabilities which are adequately reflected or provided for on or disclosed on the face of the most recent balance sheet included in the Company Financial Statements, material (ii) current Liabilities incurred in the ordinary course of business since the date of the unaudited balance sheet included in the Company Financial Statements, (iii) obligations to be performed under the Businessexecutory portion of any Contracts (other than obligations due to breaches or non-performance under such Contracts), (iv) as contemplated by Liabilities incurred under this Agreement or otherwise incurred in connection with the Transactions transactions contemplated hereby or (v) as would not, individually or Liabilities that are not required to be disclosed in the aggregateCompany Disclosure Schedule in connection with any representation or warranty of the Company under this Article IV because of a materiality, reasonably be expected to be material to the Businessdollar or Knowledge threshold or qualifier in such representation or warranty.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(aSeller has attached to Schedule 4.16(a)(i) a correct and complete copy of the Seller Disclosure Letter are internally prepared and unaudited summary income statement of the Business for the fiscal years ended 2018, 2019 and 2020 and for the three (i3) month period ended July 31, 2020, compared against the three (3) month period ended July 31, 2019, and the unaudited special purpose statement of net assets of the Business as of December April 30, 2018, April 30, 2019, April 30, 2020, and July 31, 2016 2020 (such July 31, 2020 date, the “Reference Balance Sheet”), (ii) the related special purpose statement Statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 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 Business for the fiscal year ended December 31, 2016 (the “0000 X&X InformationNet Assets Date”) (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 Business in accordance with the accounting methods, policies and procedures described on Schedule 4.16(a)(ii) (the “Accounting Methodologies Policies”), consistently applied throughout the periods covered thereby. Except as set forth on a consistent basis. The special purpose statements of revenues and expenses and the 0000 X&X Information included in Schedule 4.16(a)(iii), the Financial Statements fairly present fairly in all material respects the revenues financial condition and expenses, and profit and loss information, results of operations of the 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entitypresented. (b) The financial statements Neither Seller nor any of its Affiliates (including the Real Estate Subsidiaries) have any Liabilities arising out of, relating to be delivered under Section 6.10 (or otherwise in respect of the “SEC Financial Statements”)Purchased Assets, at the time Business or the operation or conduct of deliverythe Business, other than (i) will have been prepared from as specifically set forth in the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basisFinancial Statements, (ii) the statements of revenues and direct expenses included Liabilities specifically described in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basis. (c) The Business does not have any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded Liabilities, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance SheetSchedule 4.16(b), (iii) incurred after Liabilities that have arisen since the date Statement of the Reference Balance Sheet or Interim Balance Sheet Net Assets Date in the ordinary course of business and consistent with past practice that are not, individually or in the aggregate, material to the Businesspractice, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or Retained Liabilities and (v) as Liabilities that would not, individually or in the aggregate, not reasonably be expected to be material to the Business.

Financial Statements; Undisclosed Liabilities. (a) Attached as to Section 4.04(a3.7(a) of the Seller Company Disclosure Letter Schedule are the true and complete copies of the (i) unaudited annual financial statements consisting of (A) the unaudited special purpose statement of net assets annual balance sheets of the Business Company as of December 31, 2016 2013 (the “Reference Most Recent Annual Financial Statements Date”) and December 31, 2012, and the related unaudited annual statements of income and cash flows for each of the fiscal years then ended (including in each case the notes or other supplementary information thereto) (collectively, the “Annual Financial Statements”) and (ii)(A) the unaudited balance sheet of the Company (the “Balance Sheet”)) as of October 31, 2014 (iisuch date, the “Balance Sheet Date”) and (B) the related special purpose statement unaudited and consolidated statements of revenues income and expenses of the Business cash flows for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 Business for the fiscal quarters ten month period then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectivelyUnaudited Financial Statements,” and together with the Annual Financial Statements, the “Financial Statements”). The All of the Financial Statements (x) have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied by the Accounting Methodologies applied Company on a consistent basis. The special purpose statements of revenues basis throughout the periods covered (provided, however, that the Unaudited Financial Statements are subject to normal and expenses and the 0000 X&X Information included recurring year-end adjustments (which adjustments will not be material individually or in the Financial Statements aggregate)), (y) fairly present fairly in all material respects the revenues and expenses, and profit and loss information, financial condition of the Business Company as of the respective dates therein indicated and the results of operations and cash flows of the Company for the respective periods covered thereby, therein specified and the Reference Balance Sheet, the March 31, 2016 statement of net assets (z) have been prepared from and the Interim Balance Sheet each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case are consistent and in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements books and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business Company (which are in turn accurate and complete). The Company maintains a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered therebyGAAP. The Company has never had, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its datenor does it currently have, in each case in accordance with GAAP applied on a consistent basis. (c) The Business does not have any Liabilities off balance sheet Liability of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constitutingto, or that would constituteany financial interest in, Excluded Liabilities, (ii) reflected any third party or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to the Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the Businessentities.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) The Company has made available to Parent the audited financial statements of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Business as of December 31Company Group Members, 2016 (the “Reference Balance Sheet”)on a consolidated basis, (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 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 Business for the fiscal year years ended December 31, 2016 2018, December 31, 2019 and December 31, 2020 (including, in each case, consolidated balance sheets, statements of operations and statements of cash flows) (the “0000 X&X Information”) (items (i) through (v), Company Audited Financial Statements” and collectively, the “Company Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the 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 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Company Financial Statements”), at the time of delivery, Statements (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basisbasis throughout the periods covered thereby (except as otherwise indicated therein and, in the case of the Company unaudited financial statements, except for the absence of footnotes and year-end adjustments), (ii) the statements of revenues are derived from and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered thereby, and the statement of assets acquired and Liabilities assumed contained therein shall each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case prepared in accordance with the books and records of the Company Group Members and (iii) present fairly the consolidated financial condition of the Company Group Members as of such dates and the consolidated results of operations and cash flows of the Company Group for such periods (subject, in the case of unaudited financial statements, to normal year-end adjustments, none of which are material, lack of footnotes). Since December 31, 2020 (the “Company Balance Sheet Date”), the Company has not effected any change in any method of accounting or accounting practice, except for any such change required or permitted because of a concurrent change in Applicable Law or GAAP applied on a consistent basis(or the application or interpretation thereof) for financial reporting purposes. (c) The Business does not have No Company Group Member has any Liabilities liabilities of any nature (whether accruednature, absolute, contingent or otherwise) that would be required to be reflected or reserved against in the Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities other than liabilities: (i) constituting, or that would constitute, Excluded Liabilitiesset forth in the Company Audited Financial Statements and the 2021 Financial Statements, (ii) reflected those contemplated by or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheetotherwise incurred pursuant to performance of this Agreement, (iii) incurred in the Ordinary Course of Business after the date of the Reference Company Balance Sheet Date, (iv) incurred in connection with the performance of executory Contracts to which any Company Group Member is a party or Interim Balance Sheet in the ordinary course of business consistent with past practice (v) liabilities that are not, would not individually or in the aggregate, material to the Business, (iv) as contemplated by this Agreement or otherwise incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material to the BusinessCompany Group, taken as a whole. (d) There are no “off-balance sheet arrangements” (within the meaning of Item 303 of Regulation S-K promulgated by the SEC) with respect to any Company Group Member. No Company Group Member is a party to, or has any commitment to become a party to, any hedging, derivatives or similar Contracts. (e) The accounts receivable of the Company Group (the “Accounts Receivable”) as reflected on the Company Financial Statements arose or will arise in the Ordinary Course of Business and represent or will represent bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts and warranty returns as reflected on the Company Financial Statements have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practice if such past practices are in accordance with GAAP and are sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any material claim of offset, recoupment, set-off or counter-claim and, to the Knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. (f) The Company Group has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company Group are being executed and made only in accordance with appropriate authorizations of management and the Company Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in accordance with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company Group and (iv) that the amount recorded for assets on the books and records of the Company Group is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. No Company Group Member, the Company’s independent auditors and, to the Knowledge of the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves any Company Group Member’s management or other current or former employees, consultants or directors of any Company Group Member who has a role in the preparation of financial statements or the internal accounting controls utilized by any Company Group Member, or any claim or allegation regarding any of the foregoing. No Company Group Member and, to the Knowledge of the Company, any Representative of any Company Group Member has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of any Company Group Member or its internal accounting controls or any material inaccuracy in the Company Financial Statements. No attorney representing any Company Group Member, whether or not employed by any Company Group Member, has reported to the Company Board or any committee thereof or to any director or officer of any Company Group Member evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any Company Group Member or their Representatives. There are no significant deficiencies or material weaknesses in the design or operation of any Company Group Member’s internal controls that could adversely affect any Company Group Member’s ability to record, process, summarize and report financial data. (g) No Company Group Member has applied for or accepted (i) any loan pursuant to the Paycheck Protection Program in Section 1102 and Section 1106 of the CARES Act, respectively, (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 similar Applicable Laws enacted by Governmental Authorities in any state, local, or foreign jurisdictions in response to COVID19. (h) Section 2.5(h) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the Agreement Date, of all Company Debt (solely with respect to clause (i) in the definition thereof), and with respect to such Company Debt (solely with respect to clause (i) in the definition thereof), any notices of default or written communications asserting (or threatening to assert) that any Company Group Member is in default.

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) 4.04 of the Seller Disclosure Letter are Schedules includes true, correct and complete copies of (i) the pro forma carve-out unaudited special purpose statement statements of net assets revenues, cost of the Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues goods sold and gross margin and direct expenses of associated with the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the 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 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 Business for the fiscal year years ended December 31, 2016 and December 31, 2017 and (ii) the pro-forma carve-out unaudited balance sheet of the Business and the pro-forma carve-out unaudited statements of operations for the four months ended April 30, 2018, five months ended May 31, 2018 and six months ended June 30, 2018 (the “0000 X&X Information”) (items schedules in clauses (i) through and (vii), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the 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 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 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 Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will fairly and accurately present fairly in all material respects the revenues and direct expenses standalone financial condition of the Business as of the respective dates and for the period covered therebyperiods indicated therein (subject to normal adjustments which will not, and individually or in the statement of assets acquired and Liabilities assumed contained therein shall each present fairly aggregate, be material in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with GAAP applied on a consistent basisnature or amount). (c) The Business does not have any Seller has no Liabilities of any nature against, relating to or affecting the Business, except (whether accrued, absolute, contingent or otherwisei) that would be required to be those which are adequately reflected or reserved against in the Interim Financial Statements prepared in accordance with the Accounting Methodologies except Liabilities (i) constituting, or that would constitute, Excluded LiabilitiesStatements, (ii) reflected or reserved against in the Reference Balance Sheet (or the notes thereto) or Interim Balance Sheet, (iii) those which have been incurred after the date of the Reference Balance Sheet or Interim Balance Sheet in the ordinary course of business consistent with past practice that since January 1, 2018, and which are not, individually or in the aggregate, material to in amount, (iii) performance obligations under the Businessexecutory portion of any Assumed Contracts, and (iv) as contemplated by this Agreement or otherwise those incurred in connection with the Transactions or (v) as would not, individually or in the aggregate, reasonably be expected to be material pursuant to the BusinessTransaction Agreements and the transactions contemplated hereby. (d) Seller is solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws. The sale of the Purchased Assets by Seller hereunder will not render Seller insolvent and does not constitute a fraudulent transfer or conveyance under such Law.