Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, true, correct and complete copies of which are set forth on Section 3.06 of the Disclosure Schedule (the “Financial Statements”), (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 of the Disclosure Schedule and subject to the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the financial position of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Business.

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets Borrower has furnished or caused to be furnished to the Administrative Agent as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet ClosingRestatement Effective Date, the financial statements described in each caseSection 3.1(a)(ix), true, correct and complete copies all of which are set forth on Section 3.06 of the Disclosure Schedule (the “Financial Statements”), (iother than Projections) have been prepared in accordance with GAAP and present fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 of respects the Disclosure Schedule and subject to the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the consolidated financial position of the Purchased Subsidiaries Borrower on and the Business as of the at such dates thereof and the results of operations for the periods then ended (subject to normal year-end and audit adjustments and the absence of footnotes and supplementing information). The consolidated financial statements of the Purchased Borrower and its Restricted Subsidiaries furnished to the Administrative Agent and the Business for Lenders subsequent to the period then ended ClosingRestatement Effective Date under Sections 6.1 and (ii) 6.2 have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial position of the Borrower and its Restricted Subsidiaries on and as at such dates and the consolidated results of operations for the periods then ended (z) Buyer acknowledges subject, in the case of unaudited financial statements, to normal year-end and agrees audit adjustments and the absence of footnotes and supplementing information). None of the Borrower nor any of its Restricted Subsidiaries has any Indebtedness or other material obligations or liabilities, contingent or otherwise, in each case that the Financial Statements are not pro forma would be required to be disclosed on such financial statements giving effect in accordance with GAAP on the date of the most recent financial statements referred to in the transactions contemplated by preceding sentence other than as disclosed in the most recent financial statements, or arising in the ordinary course of business, or as set forth or referred to in this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses , subject, in the design or operation case of internal controls over unaudited financial reporting that are reasonably likely statements, to adversely affect in any material respect normal year-end and audit adjustments and the ability to record, process, summarize absence of footnotes and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businesssupplementing information.

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as Section 3.07 of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, Company Disclosure Schedule contains true, correct and complete copies of which are set forth on Section 3.06 (i) the audited balance sheets of the Disclosure Schedule Company as of September 30, 2006, 2007 and 2008 and the related statements of income and cash flows for the fiscal years then ended, together with the appropriate notes to such financial statements and the report thereon of Wilson, Price, Xxxxxxxx, Xxxxxxxxxxx & Xxxxxxxxxxx P.C., and (ii) the unaudited balance sheet of the Company as of May 31, 2009 (the “Balance Sheet” and the date of the Balance Sheet, the “Balance Sheet Date”) and the related unaudited statements of income and cash flows for the nine (9) months then ended (collectively, the Financial Statements”). Except as set forth therein or in the notes thereto, (i) such balance sheets and statements of income and cash flow, have been prepared in conformity with GAAP consistently applied, and fairly present present, in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 the financial position and results of operations and cash flow of the Disclosure Schedule Company as of their respective dates and subject for the respective periods covered thereby, subject, in the case of the Balance Sheet and the related unaudited statements of income and cash flows, to customary year end and audit adjustments of a normal, recurring type which would not be material in the aggregate and the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the financial position of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the footnote disclosure. The books and records of Seller the Company fully and its Subsidiaries fairly reflect, in all material respects, all transactions, properties, assets and liabilities of the Company. Notwithstanding The Financial Statements have been derived from the foregoingaccounting records of the Company, (x) represent only bona fide transactions, and reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Company are required by GAAP to be included in any of the Financial Statements of the Company. There are no extraordinary or material non-recurring items of income or expense during the periods covered by 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made balance sheets included in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are do not pro forma financial statements giving effect to reflect any writeup or revaluation increasing the transactions contemplated by this Agreement. Seller maintains a system book value of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses assets, except as specifically disclosed in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businessnotes thereto.

Financial Statements; Undisclosed Liabilities. Schedule 5(d) sets forth (ai) The Balance Sheets the audited consolidated balance sheet of Seller as of the Balance Sheet Date of, and the related unaudited consolidated statements of profit operations and loss income / (loss) and shareholder’s equity for Seller for, the 12fiscal year ended, January 2, 2005, (ii) the audited consolidated balance sheet of Seller as of, and the related consolidated statements of operations and income / (loss) and shareholder’s equity for Seller for, the fiscal year ended, January 1, 2006 (the “2005 Audited Financial Statements”), and (iii) the unaudited consolidated balance sheet of Seller as of, and the related consolidated statements of operations and income / (loss) and shareholder’s equity for Seller for, the four-month period ended on the Balance Sheet Dateended, April 30, 2006 (in each case, trueprepared on a basis consistent with such audited statements and presented without separate footnotes), correct and complete copies of which are set forth on Section 3.06 of in each case together with the Disclosure Schedule notes thereto (collectively, the “Financial Statements”), (i) . The Financial Statements have been derived from Seller’s accounting books and records and present fairly present in all material respectsrespects the results of operations for Seller for the respective periods covered thereby, in conformity each case in accordance with GAAP applied on a consistent basis (GAAP, consistently applied. To the knowledge of Seller, except as set forth reflected in Section 3.06 the Financial Statements or on Schedule 5(d), since January 1, 2006, neither Seller nor any of its Subsidiaries has or has incurred any liability or obligation of any nature (whether direct or indirect, matured or unmatured, or absolute, accrued, contingent or otherwise) except (A) liabilities or obligations that are accrued or reserved against in the Disclosure Schedule Financial Statements or disclosed in the notes thereto, (B) liabilities or obligations that have arisen since January 1, 2006 that were incurred in the ordinary course of business, (C) liabilities or obligations incurred in connection with this Agreement and subject the transactions contemplated hereby, (D) liabilities or obligations to be included in the absence calculation of notes Closing Net Working Capital, (E) liabilities or obligations under Contracts and normal year-end adjustments Purchase Orders (but not liabilities or obligations for breaches thereof), and (F) other liabilities or obligations which are not would not, individually or in the aggregate material to the Business)aggregate, the financial position of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the BusinessMaterial Adverse Effect.

Financial Statements; Undisclosed Liabilities. (ai) The Balance Sheets audited consolidated balance sheets and related audited statements of consolidated income, cash flow and stockholders' equity of LiQ as at and for the fiscal year of LiQ ended January 31, 2000, (ii) the unaudited consolidated balance sheet and related unaudited consolidated statements of income, cash flow and stockholders' equity of LiQ, as at and for the three months ended April 30, 2000, together with the notes thereto, present fairly in all material respects the financial position of LiQ at such dates and the results of its operations and its cash flows for the periods then ended, and (iii) the consolidated balance sheet (the "BALANCE SHEET") of LiQ at January 31, 2000 ("the BALANCE SHEET DATE") reflected all material liabilities and obligations of LiQ, whether accrued, contingent or otherwise, as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Datedate thereof, in each case, trueto the extent required by United States generally accepted accounting principles, correct and complete copies consistently applied ("GAAP"). Except as disclosed in Section 3.2(d) of which are the LiQ Disclosure Schedule, LiQ does not have any liabilities, whether or not of a kind required by GAAP to be set forth on Section 3.06 of the Disclosure Schedule a financial statement, other than (the “Financial Statements”)a) liabilities incurred since January 31, (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 of the Disclosure Schedule and subject to the absence of notes and normal year-end adjustments which are not individually or 2000 in the aggregate material to the Business)ordinary course of business (none of which is a liability for breach of contract, the financial position breach of the Purchased Subsidiaries warranty, tort, infringement, claim or lawsuit) and the Business fully reflected as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect liabilities on the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoingLiQ, (xb) liabilities disclosed and reflected as liabilities on 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is or (c) liabilities which would not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably be likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Business.Material Adverse Effect on LiQ.

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets Copies of each of the Companies’ (i) audited financial statements consisting of the balance sheet of each of the Companies as of December 31, 2019 and the Balance Sheet Date related statements of operations, members’ equity and cash flows for the year then ended (the “Audited 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 statements of operations, members’ equity and cash flows for the year then ended (the “Unaudited Financial Statements”) and (iii) unaudited financial statements consisting of the unaudited balance sheet of each of the Companies as of September 30, 2020 and the related unaudited income statements of profit and loss for the 12nine-month period then ended on (the Balance Sheet Date“Interim Financial Statements” and together with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”) have previously been delivered and/or made available to Buyer. The Financial Statements have been derived from, and are consistent, in all material respects, with, the books and records of each caseof the Company Members and have been prepared 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 which are set forth on Section 3.06 all letters from each of the Disclosure Schedule (the “Financial Statements”), (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 of the Disclosure Schedule and subject Companies’ auditors to the absence respective Companies’ board of notes and normal year-end adjustments which are not individually managers or in audit committee during the aggregate material 12 months prior to the Business), the financial position date of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system , together with true, correct and complete copies of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businessall responses thereto.

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as Section 3.6(a) of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, true, correct Disclosure Schedule contains true and complete copies of which are set forth on Section 3.06 Company’s (i) consolidated audited financial statements consisting of the Disclosure Schedule consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2022 and December 31, 2021 and the related statements of operations, members’ equity and cash flows for the years then ended (the “Audited Financial Statements”) and (ii) consolidated unaudited financial statements consisting of the consolidated unaudited balance sheet (the “Latest Balance Sheet”) of Company and its Subsidiaries as of December 31, 2023 (the “Latest Balance Sheet Date”) and the related consolidated unaudited statements of operations, members’ equity and cash flows for the twelve- month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared from, (i) fairly present and are consistent with, the books and records of Company and its Subsidiaries and in all material respects, in conformity accordance with GAAP applied on a consistent basis (except as set forth throughout the period involved, subject, in Section 3.06 the case of the Disclosure Schedule Interim Financial Statements, to normal and subject to recurring year-end adjustments (none of which would be material, individually or in the aggregate) and the absence of notes and normal year-end adjustments which are (that, if presented, would not individually or differ materially from those included in the aggregate Audited Financial Statements), and, on that basis, present fairly, in all material to the Business)respects, the financial position condition of the Purchased Company and its Subsidiaries and the Business as of the respective dates thereof they were prepared and the results of the operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller Company and its Subsidiaries in all material respectsfor the periods indicated. Notwithstanding the foregoing, (xb) the Financial Statements Company and the foregoing representations its Subsidiaries have established and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of maintained internal controls over financial reporting that are sufficient to provide reasonable assurances regarding that transactions are properly recorded in their respective accounting records to permit the reliability preparation of the Financial Statements in accordance with GAAP. There are no significant deficiencies in the financial reporting related to the Business. There is not (A) of any significant deficiencies of Company or material weaknesses in the design or operation of internal controls over financial reporting that its Subsidiaries which are reasonably likely to adversely affect in any material respect materially impact the ability to record, process, summarize and report financial information related to information. Since the Business Lookback Date, Company and its Subsidiaries have not received written notice, and Company and its Subsidiaries do not otherwise have Knowledge, (Bi) of any fraud, whether or not material, fraud that involves management or other employees of Company or its Subsidiaries who have a significant role in financial reporting, (ii) of any claim or allegation regarding any of the internal controls over financial reporting related foregoing or (iii) from its independent accountants regarding any of the foregoing. (c) None of the Company Members has any liabilities that would be required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP except: (i) those which are adequately reflected or reserved against on the Latest Balance Sheet as of the Latest Balance Sheet Date, (ii) those which have been incurred in the Ordinary Course of Business since the Latest Balance Sheet Date, (iii) those which will be included in the calculation of Purchase Price and set forth on the Estimated Closing Statement, and (iv) other liabilities which would not, individually or in the aggregate, be material to the Company Members, taken as a whole. (d) All of the Inventories of the Company and its Subsidiaries, whether or not reflected in the Interim Financial Statements, are usable in the Ordinary Course of Business., subject to any reserves for obsolescence included in the Latest Balance Sheet, as adjusted for the passage of time through the Closing Date in accordance with GAAP and past practices of the Company Members. None of the Inventories is slow-moving, obsolete, damaged or defective in any material respects, except for items that have been reserved for, written off or written down to

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as Attached to Section 3.5(a) of the Balance Sheet Date Company Disclosure Schedule are true and complete copies of (i) the audited consolidated financial statements of (A) Oneida Ltd. and its Subsidiaries ("Oneida") and (B) Anchor Holdings, Inc. and its Subsidiaries ("Anchor") (including the balance sheet and the related unaudited statements of profit income, stockholders' equity and loss cash flows) as of and for the years ended December 31, 2010, and 2011 (the "Audited Financial Statements"), and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries as of and for the twelve (12-) month period ended December 31, 2012 (collectively with the Audited Financial Statements, the "Company Financial Statements"). The Company Financial Statements were prepared on the Balance Sheet Datebasis of and in accordance with the books and records of the Company and its Subsidiaries (or, in the case of the Audited Financial Statements, on the basis of and in accordance with the books and records of Oneida or Anchor and their respective Subsidiaries, as the case may be). The Company Financial Statements (including in each case, truethe notes thereto, correct if any) have been prepared in accordance with GAAP and complete copies present fairly the consolidated financial position and results of which are set forth on Section 3.06 operations and cash flows of the Disclosure Schedule Company and its Subsidiaries (or, in the “case of the Audited Financial Statements”), (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 of the Disclosure Schedule and subject to the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the consolidated financial position and results of operations and cash flows of Oneida or Anchor and their respective Subsidiaries, as the Purchased Subsidiaries and the Business case may be) as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared fromperiods covered thereby; provided, and are in accordance withhowever, and accurately reflect that the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) the unaudited Company 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’sinclude all footnotes or normal year-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made end closing adjustments in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements none of which are not pro forma financial statements giving effect or would reasonably be expected to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies be material individually or material weaknesses in the design or operation aggregate determined as of internal controls over financial reporting that the date of and for the periods which are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businesssubject of such unaudited Company Financial Statements).

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, true, correct Company has made available to Redwoods true and complete copies of which are set forth on Section 3.06 the audited consolidated balance sheets of the Disclosure Schedule Company and its Subsidiaries as of December 31, 2021 and December 31, 2022 and the related audited consolidated statement of operations and comprehensive loss, statement of convertible preferred stock and deficit and statement of cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, draft consolidated balance sheet of the Company as of March 31, 2023 and the related unaudited consolidated statement of operations of the Company and its Subsidiaries for the three months ended March 31, 2023 (the “Unaudited Company Financial Statements” and, together with the Audited Company Financial Statements, the “ Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements, (i) fairly present were prepared in all material respects, in conformity accordance with GAAP applied on a consistent basis throughout the periods indicated (except as set forth may be indicated in Section 3.06 the notes thereto), (ii) in the case of the Disclosure Schedule Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, fairly present, as applicable, the financial position, results of operations and cash flows of the Company and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) in the case of the Company Financial Statements and the Additional Company Financial Statements, solely when delivered pursuant to Section 5.7, will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors when filed as part of the Registration Statement/Proxy Statement, and (iv) comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the notes or the information contained in such notes as required by GAAP for complete financial statements and are subject to the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the financial position of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Business.adjustments;

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets Section 4.06(a) of the Company Disclosure Letter contains true, complete and correct copies of (i) the audited consolidated balance sheets and related statements of operations and comprehensive income, members’ equity and cash flows of the Audit Subsidiary and its consolidated Subsidiaries for the years ended December 31, 2022 and 2021; and (ii) the unaudited interim condensed consolidated balance sheets and related statements of operations and comprehensive income and cash flows of the Audit Subsidiary and its consolidated Subsidiaries as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period elapsed portion of the fiscal year ended on the Balance Sheet DateJune 30, 2023 (and in each casecase for the corresponding prior year period) (collectively, true, correct and complete copies of which are set forth on Section 3.06 of the Disclosure Schedule (the “Existing Financial Statements”), (i) fairly present in all material respects, each case prepared in conformity accordance with GAAP applied on a consistent basis throughout the periods indicated (except as set forth may be indicated in Section 3.06 the notes thereto and subject, in the case of the Disclosure Schedule and subject interim financial statements, to the absence of notes footnotes and normal year-end adjustments which are not individually or in the aggregate material to the Businessadjustments), the financial position . Each of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared fromExisting Financial Statements does, and are in accordance witheach other financial statements to be delivered pursuant to Section 7.14 and Section 7.16 will, and accurately reflect the books and records of Seller and its Subsidiaries fairly present, in all material respects, the consolidated financial condition, results of operations, changes in members’ equity and cash flows of the Audit Subsidiary and its consolidated Subsidiaries or the Company and its consolidated Subsidiaries, as applicable, as of the respective dates indicated therein and for the respective periods indicated therein (subject, in the case of interim financial statements, to the absence of footnotes and normal year-end adjustments). Notwithstanding the foregoing, (x) the Financial Statements Any financial statements delivered pursuant to Section 7.14 and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made Section 7.16 will be prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) (subject, in the case of interim financial statements, to the absence of footnotes and (z) Buyer acknowledges and agrees customary year-end adjustments that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businessamount).

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets Borrower has furnished or caused to be furnished to the Administrative Agent as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Closing Date, the financial statements described in each caseSection 3.1(a)(ix), true, correct and complete copies all of which are set forth on Section 3.06 of the Disclosure Schedule (the “Financial Statements”), (iother than Projections) have been prepared in accordance with GAAP and present fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 of respects the Disclosure Schedule and subject to the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the consolidated financial position of the Purchased Subsidiaries Borrower on and the Business as of the at such dates thereof and the results of operations for the periods then ended (subject to normal year-end and audit adjustments and the absence of footnotes and supplementing information). The consolidated financial statements of the Purchased Borrower and its Subsidiaries furnished to the Administrative Agent and the Business for Lenders subsequent to the period then ended Closing Date under Sections 6.1 and (ii) 6.2 have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries on and as at such dates and the consolidated results of operations for the periods then ended (z) Buyer acknowledges subject, in the case of unaudited financial statements, to normal year-end and agrees audit adjustments and the absence of footnotes and supplementing information). None of the Borrower nor any of its Subsidiaries has any Indebtedness or other material obligations or liabilities, contingent or otherwise, in each case that the Financial Statements are not pro forma would be required to be disclosed on such financial statements giving effect in accordance with GAAP on the date of the most recent financial statements referred to in the transactions contemplated by preceding sentence other than as disclosed in the most recent financial statements, or arising in the ordinary course of business, or as set forth or referred to in this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses , subject, in the design or operation case of internal controls over unaudited financial reporting that are reasonably likely statements, to adversely affect in any material respect normal year-end and audit adjustments and the ability to record, process, summarize absence of footnotes and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businesssupplementing information.

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, true, correct Company has made available to Priveterra true and complete copies of which are set forth on Section 3.06 the audited consolidated balance sheets of the Disclosure Schedule Company and its Subsidiaries as of December 31, 2020 and December 31, 2021 and the related audited consolidated statement of operations and comprehensive loss, statement of convertible preferred stock and deficit and statement of cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, draft consolidated balance sheet of the Company as of September 30, 2022 and the related unaudited consolidated statement of operations of the Company and its Subsidiaries for the nine months ended September 30, 2022 (the “Unaudited Company Financial Statements” and, together with the Audited Company Financial Statements, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements, (i) fairly present were prepared in all material respects, in conformity accordance with GAAP applied on a consistent basis throughout the periods indicated (except as set forth may be indicated in Section 3.06 the notes thereto), (ii) in the case of the Disclosure Schedule Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, fairly present, in all material respects, as applicable, the financial position, results of operations and cash flows of the Company and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) in the case of the Audited Company Financial Statements and the Additional Company Financial Statements, solely when delivered pursuant to Section 5.7, will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors when filed as part of the Registration Statement/Proxy Statement, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the notes or the information contained in such notes as required by GAAP for complete financial statements and are subject to the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the financial position of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businessadjustments.

Financial Statements; Undisclosed Liabilities. (a) Copies of the Company’s (i) consolidated audited financial statements consisting of the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31 in each of the years 2017, 2016 and 2015 and the related consolidated statements of operations, members’ equity and cash flows for the years then ended (the “Audited Financial Statements”) and (ii) consolidated unaudited financial statements consisting of the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of June 30, 2018 and the related consolidated unaudited income statement and statement of cash flows for the six-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have previously been delivered and/or made available to Buyer. The Balance Sheets Financial Statements have been derived from, and are consistent with, the books and records of the Company and the Company Subsidiaries and have been prepared 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 the Company and the Company Subsidiaries as of the Balance Sheet Date respective dates they were prepared and the related unaudited results of the operations of the Company and the Company Subsidiaries for the periods indicated. No financial statements of profit and loss for any Person other than the 12-month period ended on Company or the Balance Sheet Date, Company Subsidiaries are required by GAAP to be included or reflected in each case, any of the foregoing financial statements. The Company has also delivered to Buyer true, correct and complete copies of which are set forth on Section 3.06 of all letters from the Disclosure Schedule (the “Financial Statements”), (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as set forth in Section 3.06 of the Disclosure Schedule and subject Company’s auditors to the absence Company’s board of notes and normal year-end adjustments which are not individually managers or in audit committee thereof during the aggregate material twelve months prior to the Business), the financial position date of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system , together with true, correct and complete copies of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businessall responses thereto.

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, true, correct Parent has previously delivered or made available to Buyer accurate and complete copies of which are set forth on Section 3.06 Parent’s (i) audited consolidated financial statements for the years ended December 31, 2014, 2013 and 2012, accompanied by the unqualified audit reports of the Disclosure Schedule KPMG LLP, independent registered accountants (collectively, the “Audited Financial Statements”), (iii) unaudited interim consolidated financial statements for the three and six months ended June 30, 2015 (the “Unaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Financial Statements”) and (iii) the Consolidated Reports of Condition and Income of the Bank that were filed after December 31, 2012 (the “Call Reports”). Each of the Audited Financial Statements fairly present presents, in all material respects, the consolidated financial condition, results of operations and changes in conformity shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth therein, and were prepared in accordance with GAAP applied on a consistent basis (GAAP, except as may be noted therein. Each of the Unaudited Financial Statements fairly presents, in all material respects, the consolidated financial condition and results of operations of Parent and its consolidated Subsidiaries for the respective periods or as of the respective dates set forth in Section 3.06 of the Disclosure Schedule therein except as may be noted therein and subject to the absence of notes and normal year-end adjustments which are not individually or adjustments. Each of the Call Reports fairly presents, in the aggregate all material to the Business)respects, the financial position of the Purchased Subsidiaries condition and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business Bank for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect respective periods or as of the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Business has not operated respective dates set forth therein except as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businessmay be noted therein.

Financial Statements; Undisclosed Liabilities. (a) The Balance Sheets as of the Balance Sheet Date and the related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, true, correct Company has made available to SPAC true and complete copies of which are set forth on Section 3.06 the audited consolidated balance sheets of the Disclosure Schedule Company and its Subsidiaries as of December 31, 2020 and December 31, 2021 and the related audited consolidated statements of operations and comprehensive loss, and stockholders’ deficit and cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements”), and the unaudited, draft consolidated balance sheets of the Company as of June 30, 2022 and the related unaudited, draft consolidated statements of operations and comprehensive loss of the Company and its Subsidiaries for the fiscal year-to-date period then ended (the “Unaudited Company Financial Statements” and, together with the Audited Company Financial Statements, the “Company Financial Statements”), each of which are attached as Section 3.5(a) of the Company Disclosure Schedules. The Company Financial Statements (including the notes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and any pro forma financial statements, (i) fairly present were prepared in all material respects, in conformity accordance with GAAP applied on a consistent basis throughout the periods indicated (except as set forth may be indicated in Section 3.06 the notes thereto), (ii) fairly present, in all material respects, as applicable, the financial position, results of operations and cash flows of the Disclosure Schedule Company and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) in the case of the Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7, were audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the notes or the information contained in such notes as required by GAAP for complete financial statements and are subject to the absence of notes and normal year-end adjustments which are not individually or in the aggregate material to the Business), the financial position of the Purchased Subsidiaries and the Business as of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (ii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) 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 has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting related to the Businessadjustments.