Common use of PCAOB Financials Clause in Contracts

PCAOB Financials. (a) As promptly as reasonably practicable after the date hereof, the Company shall deliver to SPAC (i) the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022, and the related audited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor and (ii) all other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries as of and for a year-to-date period ended as of the end of any fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case that is required to be included in the Registration Statement (collectively, the “PCAOB Financial Statements”). (b) The Company shall use its reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company Subsidiaries, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement and any other filings to be made by SPAC with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

PCAOB Financials. (a) As promptly soon as reasonably practicable after (and pursuant to the date hereofprocedures set forth on Section 6.13 of the Company Disclosure Schedules), the Company shall deliver to SPAC TopCo and Parent (i) an unqualified report of the audited Company’s auditors with respect to the Financial Statements and (ii) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022, sheet and the related audited consolidated statements of operations income and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor and (ii) all other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries Group Companies as of and for a year-to-date period ended as of the end of any each fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by TopCo or Parent with the SEC in connection with the transactions contemplated by this Agreement (including for each fiscal quarter of the year ended December 31, 2021) (collectively, the “PCAOB Post-Signing Company Financial Statements”). All such Post-Signing Company Financial Statements, (A) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) will, if applicable, be audited in accordance with the standards of the PCAOB. (b) The Company shall use its commercially reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company any member of such Group Company, TopCo and the Company Subsidiaries, SPAC Parent in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC TopCo with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SECLaw.

PCAOB Financials. (a) As The Company shall use reasonable best efforts to deliver to PTAC as promptly as reasonably practicable after the date hereofpracticable, the Company shall deliver to SPAC (i) the audited consolidated balance sheets of the Closing Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022, and the related audited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each caseAudited Financial Statements, audited in accordance with the standards of the PCAOB and containing a an report of the Company’s auditor auditors qualified only as set forth on Section 5.17(a) of the Company Schedules and (ii) all other audited or the unaudited consolidated balance sheets sheet and the related audited or unaudited consolidated statements of operations income and cash flows of the Company and the Company Subsidiaries Group Companies as of and for a year-to-date period ended as of the end of any fiscal quarter (June 30, 2020 and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter)June 30, as applicable, in each case 2019 that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by PTAC with the SEC in connection with the transactions contemplated hereby and in the Ancillary Documents (collectivelytogether with the Closing Company Audited Financial Statements, the “PCAOB Financials”). All such financial statements, together with any unaudited consolidated balance sheet and the related consolidated statements of income and cash flows of the Group Companies as of and for a year-to-date period ended as of June 30, 2020 and June 30, 2019 that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by PTAC with the SEC in connection with the transactions contemplated by this Agreement and the Ancillary Documents, (A) will be prepared from, and reflect in all material respects, the books and records of the Group Companies, (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (C) will fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations for the periods then ended, and (D) in the case of the Closing Company Audited Financial Statements”), will be audited in accordance with the standards of the PCAOB. All costs incurred in connection with preparing and obtaining the PCAOB Financials shall be Company Expenses. (b) The Company shall (and shall cause each Group Company to) use its reasonable best efforts (i) to assistassist PTAC and its Representatives, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company Subsidiariesapplicable Group Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are is reasonably required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC PTAC with the SEC in connection with the transactions contemplated by this Agreement or any and the Ancillary Agreement Documents and (ii) to obtain the consents of its the Company’s auditors with respect thereto as may be required by applicable Law Law. (c) From and after the date of this Agreement until the earlier of the Closing or requested by the SECtermination of this Agreement in accordance with its terms, the Company shall deliver to PTAC unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for the fiscal month following the date hereof and for each fiscal month and quarter thereafter, with respect to monthly financial statements, within thirty (30) days following the end of each such month and with respect to quarterly financial statements, within thirty (30) days following the end of each such fiscal quarter (as applicable).

PCAOB Financials. (a) As promptly as reasonably practicable after the date hereofpracticable, the Company shall deliver to SPAC the financial statements required to be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company, NewPubco and/or SPAC with the SEC in connection with the Transactions (i) including the audited consolidated balance sheets of financial statements for the Company and the Company Subsidiaries as of December 31, 2020, fiscal years ended December 31, 2021 and December 31, 2022). All such financial statements, together with any unaudited consolidated balance sheet and the related audited consolidated statements of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor and (ii) all other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries Group Companies as of and for a year-to-date period ended as of the end of any a different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company, NewPubco and/or SPAC with the SEC in connection with the Transactions, (collectivelyA) will be prepared in accordance with IFRS applied on a consistent basis (except as may be indicated in the notes thereto) throughout the periods indicated, (B) will fairly present, in all material respects, the “PCAOB Financial Statements”)financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) will, in the case of the audited financial statements of the Company, have been audited in accordance with the standards of the PCAOB. The auditor engaged to audit the audited financial statements of the Company and to review the unaudited financial statements is an independent registered public accounting firm with respect to the Company within the meaning of the Exchange Act and the applicable rules and regulations thereunder adopted by the SEC and the PCAOB. (b) The Company shall use its commercially reasonable best efforts (i) to assist, upon reasonable advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company Subsidiariesany member of such Group Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC the Company with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

PCAOB Financials. (a) As promptly soon as reasonably practicable after the date hereofpracticable, the Company shall deliver to SPAC (i) IIAC the audited consolidated balance sheets statements of financial position of the Company and the Company Subsidiaries Group Companies as of December 31, 2020, December 31, 2021 2020 and December 31, 20222019, and the related audited consolidated statements of operations profit and loss, of other comprehensive income and of cash flows of the Group Companies for the twelve (12) month periods ended December 31, 2020, 2019 and 2018 (the “PCAOB Company and the Company Subsidiaries for each of the periods then ended, in each caseAudited Financial Statements”), audited in accordance with the standards of the PCAOB and containing a an unqualified report of the Company’s auditor auditors. The PCAOB Company Audited Financial Statements, as well as any interim semi-annual unaudited consolidated financial statements that will be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company or IIAC with the SEC in connection with the Transactions, (A) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (iiB) will fairly present, in all other audited or unaudited consolidated balance sheets and material respects, the related audited or unaudited consolidated statements financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and for a year-to-date period ended Group Companies as of the end of any fiscal quarter (and as of date thereof and for the same period from the previous fiscal year) or fiscal year (and indicated therein, except as of and for the prior fiscal quarter), as applicable, in each case that is required to be included in the Registration Statement (collectively, the “PCAOB Financial Statements”)otherwise specifically noted therein. (b) The Company shall use its commercially reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and business of the Company Subsidiaries, SPAC or its relevant Subsidiaries in preparing (or causing to be prepared prepared) in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC the Company with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SECLaw.

PCAOB Financials. (a) As promptly as reasonably practicable after the date hereofpracticable, the Company shall deliver to SPAC (i) the audited financial statements required to be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company and/or SPAC with the SEC in connection with the Transactions. All such financial statements, together with any unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022, sheet and the related audited consolidated statements of operations operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor and (ii) all other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries Group Companies as of and for a year-to-date period ended as of the end of any a different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company and/or SPAC with the SEC in connection with the Transactions, (collectivelyA) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) will fairly present, in all material respects, the “PCAOB financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) will, in the case of the Closing Company Audited Financial Statements”), have been audited in accordance with the standards of the PCAOB. (b) The Company shall use its commercially reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company Subsidiariesany member of such Group Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC the Company with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

PCAOB Financials. (a) As The Company shall deliver to the Purchaser, (i) as promptly as reasonably practicable after following the date hereofof this Agreement, the Company shall deliver to SPAC (i) prepared and auditor reviewed financial statements, consisting of the audited unaudited consolidated balance sheets of the Company and the Company Subsidiaries sheet as of December 31June 30, 2020, December 31, 2021 and December 31, 2022, 2022 and the related audited unaudited consolidated statements income statement, changes in shareholder equity and statement of operations and cash flows of the Target Companies for the six (6) months then ended (and as of and for the same period from the previous fiscal year) (the “Reviewed 2nd Quarter Company and the Company Subsidiaries for each of the periods then ended, in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor Financials”) and (ii) all as promptly as reasonably practicable following the date of the applicable period, any other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated income statements, changes in stockholder equity and statements of operations and cash flows of the Company and the Company Subsidiaries Target Companies as of and for a year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case that as of such date is required to be included in the Registration Statement and/or the Proxy Statement. The Company shall cause such financial statements (collectivelyA) to be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the absence of notes thereto), (B) in the case of any audited financial statements, to be audited in accordance with the standards of the PCAOB and to contain a report of the Company’s auditor and (C) to comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the “PCAOB Financial Statements”Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) The Company shall use its commercially reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and Target Companies, the Company Subsidiaries, SPAC Purchaser in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement and/or the Proxy Statement and any other filings to be made by SPAC the Purchaser with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

PCAOB Financials. (a) As promptly as reasonably practicable after the date hereofThe Company shall use reasonable best efforts to deliver to 7GC on or prior to March 15, 2023, the Closing Company shall deliver to SPAC (i) the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022, and the related audited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each caseAudited Financial Statements, audited in accordance with the standards of the PCAOB and containing a an report of the Company’s auditor and (iiauditors qualified only as set forth on ‎Section 5.17(a) all other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries as of and for a year-to-date period ended as of the end of any fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter)Schedules, as applicable, in each case that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by 7GC with the SEC in connection with the transactions contemplated hereby and in the Ancillary Documents (collectivelytogether with the Closing Company Audited Financial Statements, the “PCAOB Financials”). All such financial statements, (A) will be prepared from, and reflect in all material respects, the books and records of the Group Companies, (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (C) will fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations for the periods then ended, and (D) in the case of the Closing Company Audited Financial Statements”). (b) , will be audited in accordance with the standards of the PCAOB. All costs incurred in connection with preparing and obtaining the PCAOB Financials shall be Company Expenses. The Company shall (and shall cause each Group Company to) use its reasonable best efforts (i) to assistassist 7GC and its Representatives, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company Subsidiariesapplicable Group Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are is reasonably required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC 7GC with the SEC in connection with the transactions contemplated by this Agreement or any and the Ancillary Agreement Documents and (ii) to obtain the consents of its the Company’s auditors with respect thereto as may be required by applicable Law or requested by Law. (b) During the SECPre-Closing Period, the Company shall deliver to 7GC unaudited consolidated balance sheets and related statements of income and cash flows of the Company and its Subsidiaries for the fiscal month following the date hereof and for each fiscal month and quarter thereafter, with respect to monthly financial statements, within thirty (30) days following the end of each such month and with respect to quarterly financial statements, within thirty (30) days following the end of each such fiscal quarter (as applicable).

PCAOB Financials. (a) As The Company shall deliver to MAAC, (i) as promptly as reasonably practicable after following the date hereofof this Agreement, subject to, in the Company shall deliver to SPAC case of clause (iC), Section 5.17(b), (A) the audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of December March 31, 2020, December 2019 and March 31, 2021 and December 31, 2022, 2020 and the related audited consolidated statements of operations operations, comprehensive income (loss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company and for the Company Subsidiaries for each of the periods years then ended, audited in each caseaccordance with the standards of the PCAOB, (B) the audited consolidated balance sheet of the Company as of March 31, 2021 and the related audited consolidated statements of operations, comprehensive income (loss), shareholders’ equity and redeemable non-controlling interest and cash flows of the Company for the year then ended and (C) customary pro forma financial statements (after giving effect to the transactions contemplated hereby), and (ii) as promptly as reasonably practicable following the date of the relevant financial statement or other applicable period, the other Closing Company Financial Statements. The Company will use reasonable best efforts to promptly obtain the consents of its auditors with respect to the Closing Company Financial Statements as may be required by applicable Law or requested by the SEC. The Closing Company Financial Statements (A) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the absence of notes thereto), (B) will fairly present in all material respects the financial position, results of operation and cash flows of the Group Companies as at the date thereof and for the period indicated therein, (C) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and containing a will contain an unqualified report of the Company’s auditor and (iiD) will comply in all other audited or unaudited consolidated balance sheets material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the related audited or unaudited consolidated statements Securities Act in effect as their respective dates of operations and cash flows delivery, at the time of filing of the Company Registration Statement / Proxy Statement and at the Company Subsidiaries as time of and for a year-to-date period ended as effectiveness of the end of any fiscal quarter Registration Statement / Proxy Statement (and as of and for the same period from the previous fiscal year) including Regulation S-X or fiscal year (and as of and for the prior fiscal quarter)Regulation S-K, as applicable, ). (b) MAAC shall use its reasonable best efforts to cooperate with the Company in each case connection with the preparation of customary pro forma financial statements that is are required to be included in the Registration Statement (collectively/ Proxy Statement. Without limiting the foregoing, the “PCAOB Financial Statements”). (b) The Company MAAC shall use its reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of reasonably assist the Company and the Company Subsidiaries, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that involve financial information or statements of MAAC and that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC the Company with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

PCAOB Financials. (a) As The Company shall use reasonable best efforts to deliver to STPK as promptly as reasonably practicable after the date hereof, the Company shall deliver to SPAC (i) the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022, and the related audited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each caseAudited Financials, audited in accordance with the standards of the PCAOB and containing a an unqualified report of the Company’s auditor auditors and (ii) all other audited or the unaudited consolidated balance sheets sheet and the related audited or unaudited consolidated statements of operations income and cash flows of the Company and the Company Subsidiaries Group Companies as of and for a year-to-date period ended as of the end of any fiscal quarter (September 30, 2020 and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter)September 30, as applicable, in each case 2019 that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by STPK with the SEC in connection with the transactions contemplated hereby and in the Ancillary Documents (collectivelythe foregoing clauses (i) and (ii), together, the “PCAOB Financial StatementsFinancials”). All costs incurred in connection with preparing and obtaining the PCAOB Financials shall be Company Expenses. (b) The Company shall (and shall cause each Group Company to) use its reasonable best efforts (i) to assistassist STPK and its Representatives, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company Subsidiariesapplicable Group Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are is reasonably required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC STPK with the SEC in connection with the transactions contemplated by this Agreement or any and the Ancillary Agreement Documents and (ii) to obtain the consents of its the Company’s auditors with respect thereto as may be required by applicable Law Law. (c) From and after the date of this Agreement until the earlier of the Closing or requested by the SECtermination of this Agreement in accordance with its terms, the Company shall deliver to STPK unaudited consolidated balance sheets and related statements of income and cash flows (but excluding any notes thereto) of the Company and its Subsidiaries for each fiscal quarter ending after the date hereof within 45 days following the end of each such fiscal quarter (as applicable). Such unaudited balance sheets and related statements of income and cash flows (A) will be prepared from, and reflect in all material respects, the books and records of the Group Companies, (B) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, and (C) will fairly present, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof and their consolidated results of operations for the periods then ended.

PCAOB Financials. (a) As The Company shall deliver to Cascadia, (i) as promptly as reasonably practicable after following the date hereofof this Agreement, the Company shall deliver to SPAC (i) the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 and December 31, 2022, 2022 and the related audited consolidated statements of operations and comprehensive loss and cash flows of the Company and for the year then ended (the financial statements described in this clause (i), the “Closing Company Subsidiaries for each of the periods then endedAudited Financial Statements”), in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor and (ii) all as promptly as reasonably practicable following the date of the applicable period, any other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and comprehensive loss, and stockholders’ deficit and cash flows of the Company and the Company Subsidiaries Group Companies as of and for a year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case applicable that as of such date is required to be included in the Registration Statement / Proxy Statement (collectivelythe financial statements described in this clause (ii) collectively with the Closing Company Audited Financial Statements, the “PCAOB Closing Company Financial Statements”), and in the case of (i), no later than March 31, 2023 (the “Financial Statements Deadline”). The Company shall cause the Closing Company Financial Statements (A) to be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the absence of notes thereto), (B) in the case of any audited financial statements, to be audited in accordance with the standards of the PCAOB and to contain a report of the Company’s auditor and (C) to comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) The Company shall use its reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company SubsidiariesGroup Companies, SPAC Cascadia in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC Cascadia with the SEC in connection with the transactions contemplated by this Agreement Transactions or any Ancillary Agreement Document and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

PCAOB Financials. (a) As promptly as reasonably practicable after the date hereofpracticable, the Company shall deliver to SPAC (i) the audited consolidated balance sheets of financial statements required to be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company and and/or SPAC with the Company Subsidiaries as of SEC in connection with the Transactions (including the financial statements for the fiscal years ended December 31, 2020, December 31, 2021 2020 and December 31, 20222021). All such financial statements, together with any unaudited consolidated balance sheet and the related audited consolidated statements of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries for each of the periods then ended, in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor and (ii) all other audited or unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries Group Companies as of and for a year-to-date period ended as of the end of any a different fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case that is required to be included in the Registration Statement / Proxy Statement and any other filings to be made by the Company and/or SPAC with the SEC in connection with the Transactions, (collectivelyA) will be prepared in accordance with IFRS applied on a consistent basis (except as may be indicated in the notes thereto) throughout the periods indicated, (B) will fairly present, in all material respects, the “PCAOB Financial Statements”)financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) will, in the case of the audited financial statements of the Company, have been audited in accordance with the standards of the PCAOB. The auditor engaged to audit the audited financial statements of the Company and to review the unaudited financial statements is an independent registered public accounting firm with respect to the Company within the meaning of the Exchange Act and the applicable rules and regulations thereunder adopted by the SEC and the PCAOB. (b) The Company shall use its commercially reasonable best efforts (and taking into account of any applicable COVID-19 Measures) (i) to assist, upon reasonable advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company and the Company Subsidiariesany member of such Group Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC the Company with the SEC in connection with the transactions contemplated by this Agreement or any Ancillary Agreement Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

PCAOB Financials. (a) As The Company shall deliver to BCSA: (i) as promptly as reasonably practicable after following the date hereofof this Agreement, and in any event no later than May 31, 2024 (the Company shall deliver to SPAC (i) “Financial Statements Deadline”), the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2020, December 31, 2021 2022 and December 31, 2022, 2023 and the related audited consolidated statements of operations and comprehensive loss and cash flows of the Company and the Company Subsidiaries for each of the periods years then endedended (the “Closing Company Audited Financial Statements”), in each case, audited in accordance with the standards of the PCAOB and containing a report of the Company’s auditor and and (ii) all following the end of any fiscal quarter (other audited or than the fourth fiscal quarter), unaudited consolidated balance sheets and the related audited or unaudited consolidated statements of operations and comprehensive loss, and stockholders’ deficit and cash flows of the Company and the Company Subsidiaries as of and for a year-to-date period ended as of through the end of any that fiscal quarter (and as of and for the same period from the previous fiscal year) or fiscal year (and as of and for the prior fiscal quarter), as applicable, in each case that no later than 15 Business Days before the date such information is required to be included in the Registration Statement / Proxy Statement (collectivelythe financial statements described in this clause (ii) collectively with the Closing Company Audited Financial Statements, the “PCAOB Closing Company Financial Statements”). The Company shall cause the Closing Company Financial Statements (A) to be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be individually or in the aggregate material) and the absence of notes thereto), (B) in the case of any audited financial statements, to be audited in accordance with the standards of the PCAOB and to contain a report of the Company’s auditor and (C) to comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). (b) The Each of BCSA and the Company shall use its their respective reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Company Group Companies or BCSA, as applicable, BCSA and the Company SubsidiariesCompany, SPAC as applicable, in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement and any other filings to be made by SPAC BCSA with the SEC in connection with the transactions contemplated by this Agreement Transactions or any Ancillary Agreement Document and (ii) to obtain the consents of its their respective auditors with respect thereto as may be required by applicable Law or requested by the SEC.