Common use of Preparation and Delivery of Additional Company Financial Statements Clause in Contracts

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30, 2021 and June 30, 2022, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon delivery of the PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to the date of this Agreement. (c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As If the Effective Time has not occurred prior to August 14, 2023, as soon as reasonably practicable following the date hereofsuch date, the Company shall deliver to Acquiror OmniLit the unaudited condensed consolidated balance sheets and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of operations and comprehensive incomeloss, changes in equity stockholders’ (deficit) earnings and cash flows of the Company and its Subsidiaries as of and for the years three- and six-month period ended June 30, 2021 and June 30, 2022, together with 2023 (the auditor’s reports thereon“Q2 Financial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such Q2 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the Q2 Financial Statements in the same manner as the Unaudited Financial Statements, mutatis mutandis mutandis, with the same force and effect as if made as of the financial statements delivered in accordance with Section 8.3 were delivered date of this Agreement. (b) If the Effective Time has not occurred prior to November 13, 2023, and this Agreement has not been earlier terminated pursuant to Section 10.1(d) or Section 10.1(g), then as soon as reasonably practicable following such date, the Company shall deliver to OmniLit the unaudited consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ (deficit) earnings and cash flows of the Company and its Subsidiaries as of and for the three- and nine-month period ended September 30, 2023 (the “Q3 Financial Statements”); provided, that upon delivery of such Q3 Financial Statements, the representation and warranties set forth in Section 4.8 shall be deemed to apply to the Q3 Financial Statements in the same manner as the Unaudited Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (c) Each of the The Company and the Acquiring Parties and shall each use its respective their reasonable best efforts to (i) assist the otherto 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 or Subsidiary of the Company, any of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, OmniLit in preparing 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 Proxy/Proxy Statement / Registration Statement and any other filings to be made by PubCo, Acquiror or the Company OmniLit with the SEC in connection with the Transactions, transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consent consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithSEC.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, but in any event no later the day of the filing of the Acquiror Registration Statement, which the parties contemplate to be ten (10) Business Days after the date of this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement balance sheets of financial positions the Company and the Company Subsidiaries as of December 31, 2021 and December 31, 2020, and the related consolidated statements of comprehensive income, changes in equity operations and cash flows of the Company and its the Company Subsidiaries as for each of and for the years then ended June 30, 2021 and June 30, 2022, (together with the auditor’s reports thereon), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon ; provided, that upon delivery of the such PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.9 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (c) Each of . If the Effective Time has not occurred prior to November 14, 2022, the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following November 14, 2022, the unaudited combined carve-out balance sheet for the nine-month period ended September 30, 2022, and the related unaudited combined carve-out statements operations, changes and cash flows, in each case, for the nine-month period ended September 30, 2022 (i) assist the other“Q3 2022 Financial Statements”), upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere which comply with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, the Exchange Act and the Securities Act applicable to a registrant; provided that upon delivery of such Q3 2022 Financial Statements, the representations and warranties set forth in Section 4.9 shall be deemed to apply to the Q3 2022 Financial Statements with the same force and effect as if made as of the date of this Agreement. The Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary reasonably requested by Acquiror to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Acquiror’s filings with the Proxy/Registration SEC (including, if applicable, the Acquiror Proxy Statement / Prospectus). (b) The Company shall use its reasonable best efforts to cause its independent auditors to provide any necessary consents to the inclusion of the financial statements set forth in Section 4.9 and any other this Section 6.3 in Acquiror’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, but in any event no later than 15 Business Days after the date of this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited pro forma consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows respect of the Company and its Subsidiaries and the Acquiror as of and for the years year ended June 30, 2021 and June 30December 31, 2022, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB 2022 Pro Forma Financial Statements”). (b) Upon delivery If the Acquisition Effective Time has not occurred prior to August 31, 2023, then on or prior to September 1, 2023, the Company shall deliver to Acquiror and PubCo (i) unaudited consolidated statements of financial position and unaudited consolidated statements of comprehensive income, cash flow and shareholders’ equity of the PCAOB Company and its Subsidiaries as of and for the six-month periods ending June 30, 2023 and June 30, 2022 which comply in all material respects with the applicable accounting requirements (including the standard of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “H1 Financial Statements”); and (ii) pro forma consolidated financial statements in respect of the Company and its Subsidiaries and the Acquiror using the Acquiror’s unaudited statement of operations, cash flow and shareholders’ equity as of and for the six-month period ending June 30, 2023, which comply in all material respects with the applicable accounting requirements (including the standard of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “H1 Pro Forma Financial Statements” and together with the 2022 Pro Forma Financial Statements, such financial statements shall (i) be deemed to be included in the “Audited Pro Forma Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to the date of this Agreement”). (c) Each of the Company Company, PubCo, Merger Sub 1 and the Acquiring Parties and Merger Sub 2 shall each use its respective reasonable best efforts to (i) assist the otherAcquiror, 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 of Company and its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”), (ii) pro forma financial statements in respect of the Company, its Subsidiaries and the Panama Group as of and for the year ended December 31, 2020, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “Pro Forma Financial Statements”) and (iii) audited financial statements of the Panama Group as of and for the years ended December 31, 2020 and December 31, 2019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the AICPA) (the “Panama Target Financial Statements”, together with the PCAOB Financial Statements and the Pro Forma Financial Statements, the “Updated Financial Statements”). (b) Upon delivery of the PCAOB Updated Financial Statements, such financial statements (other than the Pro Forma Financial Statements) shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 (other than Section 5.9(c)) shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 Updated Financial Statements (other than the Pro Forma Financial Statements) were delivered prior to the date of this Agreement; and (ii) the Pro Forma Financial Statements shall be deemed to be included in the representations and warranties set forth in Section 5.9(c). (c) Each If the Amalgamation Effective Time has not occurred prior to September 30, 2021, as soon as reasonably practicable following September 30, 2021, the Company shall deliver to Acquiror and PubCo: (i) the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the Acquiring Parties six-month period ended June 30, 2021, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “Company H1 Financial Statements”); (ii) the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Panama Group as of and for the six-month period ended June 30, 2021, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to an acquired business or business to be acquired, as applicable (as such terms are used in Rule 3-05 of Regulation S-X) such as the Panama Group (the “Panama H1 Financial Statements”); and (iii) pro forma financial statements in respect of the Company, its Subsidiaries and the Panama Group as of and for the six-month period ended June 30, 2021, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “H1 Pro Forma Financial Statements”). Upon delivery of the Company H1 Financial Statements and the Panama H1 Financial Statements, the representations and warranties set forth in Section 5.9 shall be deemed to apply to the Company H1 Financial Statements and the Panama H1 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis, with the same force and effect as if included in Section 5.9 as of the date of this Agreement. Upon delivery of the H1 Pro Forma Financial Statements, the representations and warranties set forth in Section 5.9(c) shall be deemed to apply to such H1 Pro Forma Financial Statements in the same manner as the Pro Forma Financial Statements, mutatis mutandis, with the same force and effect as if included in Section 5.9 as of the date of this Agreement. (d) Each of the Company, PubCo, Amalgamation Sub and Acquiror shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo Amalgamation Sub or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations and comprehensive incomeloss, changes in stockholders’ equity (deficit), and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “FY 2020 and 2019 Financial Statements” and, together with the Interim Financial Statements and the FY 2021 Financial Statements, the “PCAOB Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such FY 2020 and 2019 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such the FY 2020 and 2019 Financial Statements in the same manner as the Audited Financial Statements mutatis mutandis with the same force and effect Statements. (b) As soon as if the financial statements delivered in accordance with Section 8.3 were delivered prior to reasonably practicable following the date of this Agreement, the Company shall deliver to Acquiror the auditor reviewed condensed consolidated balance sheets and statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the six-month period ended June 30, 2021, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “Q2 Financial Statements”); provided, that upon delivery of such Q2 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q2 Financial Statements in the same manner as the Interim Financial Statements. (c) Each If the Effective Time has not occurred prior to November 12, 2021, as soon as reasonably practicable following November 12, 2021, the Company shall deliver to Acquiror the auditor reviewed condensed consolidated balance sheets and statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the othernine-month period ended September 30, upon advance written notice2021, during normal business hours and which comply in a manner such as to not unreasonably interfere all material respects with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant (the “Q3 Financial Statements” and, together with the Q2 Financial Statements, the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”); provided, that upon delivery of such Q3 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q3 Financial Statements in the same manner as the Interim Financial Statements. (d) If the Effective Time has not occurred prior to March 31, 2022, as soon as reasonably practicable following March 31, 2022, the Company shall deliver to Acquiror the audited consolidated balance sheets and statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows of the Company and its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements Subsidiaries (including customary pro forma financial statementsall notes thereto) as of and for the year ended December 31, 2021, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “FY 2021 Financial Statements”); provided, that are required upon delivery of such FY 2021 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to be included apply to the FY 2021 Financial Statements in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or same manner as the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithAudited Financial Statements.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an the audited consolidated statement of financial positions balance sheet and consolidated statements of comprehensive incomeoperations, changes in equity and cash flows and stockholders' equity of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2019 and June 30December 31, 20222020, together each audited in accordance with PCAOB standards (the auditor’s reports thereon"PCAOB Uplift Financial Statements") and (ii) the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders' deficit, and cash flow of the Company and its Subsidiaries as of and for the three- month period ended March 31, 2021, reviewed in accordance with PCAOB standards (the "Q1 Financial Statements"), in each case, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the such PCAOB Uplift Financial Statements or Q1 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and as applicable, the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the PCAOB Uplift Financial Statements mutatis mutandis or Q1 Financial Statements, as applicable, with the same force and effect as if made as of the financial date of this Agreement; provided, further, that the Company shall use its reasonable best efforts to deliver the PCAOB Uplift Financial Statements by May 21, 2021 and the Q1 Financial Statements by June 15, 2021. (b) If the First Effective Time has not occurred prior to August 1, 2021, as soon as reasonably practicable following August 1, 2021, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements delivered of operations and comprehensive loss, stockholders' deficit, and cash flow of the Company and its Subsidiaries as of and for the six-month period ended June 30, 2021, reviewed in accordance with PCAOB standards (the "Q2 Financial Statements"), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q2 Financial Statements, the representations and warranties set forth in Section 8.3 were delivered prior 4.8 shall be deemed to apply to the Q2 Financial Statements with the same force and effect as if made as of the date of this Agreement. (c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall use reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”); provided, that upon delivery of such PCAOB Financial Statements, the representation and warranties set forth in Section 4.8 shall be deemed to apply to the PCAOB Financial Statements with the same force and effect as if made as of the date of this Agreement. (b) Upon If the Effective Time has not occurred prior to May 17, 2021, the Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following May 17, 2021, the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the three-month period ended March 31, 2021 (the “Q1 2021 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of the PCAOB such Q1 2021 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the Q1 2021 Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (c) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist deliver to Acquiror, as soon as reasonably practicable following the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Companydate hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary reasonably requested by Acquiror to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Acquiror’s filings with the ProxySEC (including, if applicable, the Proxy Statement/Registration Statement Statement). (d) The Company shall use its reasonable best efforts to cause its independent auditors to provide any necessary consents to the inclusion of the financial statements set forth in Section 4.8 and any other this Section 6.3 in Acquiror’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofDecember 11, 2023, the Company shall deliver to Acquiror and PubCo (i) an audited the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years nine-month period ended June September 30, 2021 and June 30, 2022, together with the auditor’s reports thereon2023, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Company H1 Financial Statements”). (b) . Upon delivery of the PCAOB Company H1 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited the Company H1 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis mutandis, with the same force and effect as if included in Section 5.9 as of the financial statements delivered date of this Agreement. Upon delivery of the H1 Pro Forma Financial Statements, the representations and warranties set forth in accordance Section 5.9(c) shall be deemed to apply to such H1 Pro Forma Financial Statements in the same manner as the Pro Forma Financial Statements, mutatis mutandis, with the same force and effect as if included in Section 8.3 were delivered prior to 5.9 as of the date of this Agreement. (cb) Each of the Company and the Acquiring Parties and Acquiror shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable (i) following the date hereofof this Agreement (and in any event prior to the filing of the Registration Statement), the Company shall deliver to Acquiror, in draft form, the auditor’s report on the Audited Financial Statements (provided that the Audited Financial Statements shall not be required to include a signed audit opinion until the initial filing of the Registration Statement) and (ii) after the end of each applicable fiscal period (and in any event within forty-five (45) days thereafter in the case of unaudited financial statements and ninety (90) days thereafter in the case of audited financial statements) during the Interim Period, the Company shall deliver to Acquiror the audited (in the case of any year-end fiscal period) or unaudited (in the case of an interim quarterly fiscal period) condensed consolidated balance sheets of the Company and PubCo its Subsidiaries as of the end of the last day of such period and as of the corresponding period from the previous fiscal year and the related audited (iin the case of any year-end fiscal period) or unaudited (in the case of an audited consolidated statement of financial positions and consolidated interim quarterly fiscal period) statements of net loss, comprehensive incomeloss, changes in temporary equity and stockholders’ deficit, and cash flows of the Company and its Subsidiaries as of for such period and for the years ended June 30corresponding period from the previous fiscal year that are required to be included in the Registration Statement or Proxy Statement, 2021 and June 30, 2022, together with the auditor’s reports thereonin each case, which shall comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the financial statements to be delivered pursuant to clauses (i) and (ii), collectively, the “PCAOB Additional Required Financial Statements”). (b) Upon delivery of the PCAOB Additional Required Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 5.8 shall be deemed to apply to such Audited Additional Required Financial Statements in the same manner as the Company Financial Statements, mutatis mutandis mutandis, with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As If the Effective Time has not occurred prior to August 12, 2021, the Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereofAugust 12, 2021, the Company shall deliver to Acquiror unaudited balance sheet as of June 30, 2021 and PubCo (i) an audited consolidated statement of financial positions and consolidated the related unaudited statements of operation, comprehensive incomeloss, changes in equity redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the three-month period ended June 30, 2021 of the Company and its Subsidiaries as of and for (the years ended June 30, “Q2 2021 and June 30, 2022, together with the auditor’s reports thereonFinancial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such Q2 2021 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the Q2 2021 Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist deliver to Acquiror, as soon as reasonably practicable following the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Companydate hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary reasonably requested by Acquiror to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Acquiror’s filings with the ProxySEC (including, if applicable, the Proxy Statement/Registration Statement Statement). (c) The Company shall use its reasonable best efforts to cause its independent auditors to provide any necessary consents to the inclusion of the financial statements set forth in Section 4.8 and any other this Section 6.3 in Acquiror’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019 and (ii) the unaudited consolidated balance sheets and statements of profit and loss and cash flows of the Company and its Subsidiaries as of and for the three-month period ended March 31, 2021, in each case, in accordance with the standards required by the Public Company Accounting Oversight Board, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Updated Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such Updated Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” and “Interim Financial Statements”, as the case may be, for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8(a) shall be deemed to apply to such Audited Financial Statements mutatis mutandis and Interim Financial Statements with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each If the Effective Time has not occurred prior to August 15, 2021, and this Agreement has not been earlier terminated pursuant to its terms, then as soon as reasonably practicable following August 15, 2021, the Company shall deliver to Acquiror the unaudited consolidated balance sheet and statements of profit and loss and cash flows of the Company and its Subsidiaries as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to six-month period ending June 30, 2021 (i) assist the other“Q2 Financial Statements”), upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere which comply with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of its Subsidiariessuch Q2 Financial Statements, PubCothe representations and warranties set forth in Section 4.8(b) applicable to Interim Financial Statements therein shall be deemed to apply to the Q2 Financial Statements, Merger Submutatis mutandis, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with same force and effect as if made as of the Transactions, and (ii) to obtain the consent date of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewiththis Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon The Company shall use reasonable best efforts to deliver to Acquiror, as promptly as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows balance sheets of the Company and its Subsidiaries Subsidiaries, taken as a whole, as of December 31, 2019 and November 30, 2020 and the related audited consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the years ended June December 31, 2019 and November 30, 2021 and June 30, 20222020, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, SEC and the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided that upon delivery of the PCAOB Financial Statementssuch financial statements, such financial statements shall (i) be deemed to be included in the “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.7 shall be deemed to apply to such Audited Financial Statements mutatis mutandis financial statements with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist deliver to Acquiror, as soon as reasonably practicable following the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Companydate hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary interim financial statements) reasonably requested by Acquiror to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Acquiror’s filings with the Proxy/Registration Statement SEC (including, if applicable, the Proxy Statement). (c) The Company shall use its reasonable best efforts to cause its independent auditors to provide any necessary consents to the inclusion of the financial statements set forth in Section 4.7 and any other this Section 6.3 in Acquiror’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and applicable requirements of federal securities Laws. (iid) to obtain the consent The Company shall provide Acquiror with copies of its auditors monthly management financial reports and any other financial reporting made to its lenders. All such financial information shall be made available to Acquiror with respect thereto as may be required by applicable Law or requested reasonable promptness following receipt by the SEC in connection therewithCompany’s board of directors (or a committee thereof) or lenders, as applicable.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows balance sheets of the Company and its Subsidiaries as of December 31, 2020, December 31, 2019 and December 31, 2018, the related consolidated statements of operations, members’ deficit and cash flows for each of the three (3) years in the period ended June 30December 31, 2021 2020, and June 30, 2022the related notes, together with the auditor’s reports thereonreport of the independent registered public accounting firm, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Updated Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such Updated Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Consolidated Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Consolidated Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each If the Effective Time has not occurred prior to May 17, 2021, as soon as reasonably practicable following May 17, 2021, the Company shall deliver to Acquiror the condensed consolidated balance sheet as of March 31, 2021, and the related condensed consolidated statement of operations, members’ deficit and cash flows for the three (3) month period ended March 31, 2021 (the “Q1 2021 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the Company SEC, the Exchange Act and the Acquiring Parties Securities Act applicable to a registrant; provided, that upon delivery of such Q1 2021 Financial Statements, the representations and warranties set forth in Section 4.8 shall each use its respective reasonable best efforts be deemed to (i) assist apply to the otherQ1 2021 Financial Statements in the same manner as the Unaudited Condensed Consolidated Interim Financial Statements, upon advance written noticemutatis mutandis, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation same force and effect as if made as of the Company, any date of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewiththis Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall act in good faith to deliver to Bright Lights, (i) as soon as reasonably practicable following the date hereofhereof and in any event no later than December 10, 2021, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in equityholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including and with the standards rules and regulations of the PCAOBSEC, the Exchange Act and the Securities Act applicable to a registrant and (ii) if the Registration Statement is not effective by February 15, 2022, no later than February 15, 2022, the audited consolidated balance sheets and statements of operations, comprehensive loss, equityholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the items in clause (i) and (ii), the “PCAOB Updated Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such Updated Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Annual Financial Statements” Statements for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Annual Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each The Company shall, as promptly as practicable, provide Bright Lights with all other information concerning the Company and its management, operations and financial condition of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCoin each case, Merger Sub, New SubCo reasonably requested or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included by Bright Lights for inclusion in the Proxy/Proxy Statement / Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithStatement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and the related consolidated statements of operations and comprehensive incomeoperations, and changes in shareholder’s equity and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “FY 2020 and 2019 Financial Statements” and, together with the FY 2021 Financial Statements, the “PCAOB Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such FY 2020 and 2019 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such the FY 2020 and 2019 Financial Statements in the same manner as the Audited Financial Statements mutatis mutandis and (ii) a substantially completed draft of the Management Discussion and Analysis (“MD&A”) with the same force and effect as if the respect to such financial statements delivered for inclusion in accordance with Section 8.3 were delivered prior to the date of this AgreementProxy Statement/Registration Statement. (cb) Each If the Effective Time has not occurred prior to February 14, 2022, as soon as reasonably practicable following February 14, 2022 and in no event later than March 31, 2022, the Company shall deliver to Acquiror (i) the audited consolidated balance sheets and statements of operations and comprehensive loss, changes in shareholders’ equity (deficit), and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the otheryear ended December 31, upon advance written notice2021, during normal business hours and which comply in a manner such as to not unreasonably interfere all material respects with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant (the “FY 2021 Financial Statements”); provided, that upon delivery of its Subsidiariessuch FY 2021 Financial Statements, PubCo, Merger Sub, New SubCo or Acquiror, the representations and warranties set forth in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required Section 4.8 shall be deemed to be included apply to the FY 2021 Financial Statements in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or same manner as the Company with the SEC in connection with the Transactions, Audited Financial Statements and (ii) to obtain a substantially completed draft of the consent of its auditors MD&A with respect thereto as may be required by applicable Law or requested by to such financial statements for inclusion in the SEC in connection therewithProxy Statement/Registration Statement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof (but in any event within fifteen (15) Business Days after the date hereof), the Company shall deliver to Acquiror and PubCo (i) an the audited consolidated statement of financial positions balance sheets and consolidated statements of operations and comprehensive incomeloss, cash flows and changes in temporary and permanent equity and cash flows of the Company and its Subsidiaries as of and for the years twelve (12)-month period ended June 30December 31, 2021 and June 30, 20222020, together with the auditor’s reports thereonthereon (the “2020 Audited Financial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such 2020 Audited Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such the 2020 Audited Financial Statements Statements, mutatis mutandis mutandis, with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each If the Effective Time has not occurred prior to May 14, 2021, as soon as reasonably practicable following May 14, 2021, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the Acquiring Parties three-month period ended March 31, 2021 and shall each use its respective reasonable best efforts for any consecutive calendar quarter in 2021 that concludes prior to the Closing (i) assist together, the other“Quarterly 2021 Financial Statements”), upon advance written notice, during normal business hours and which comply in a manner such as to not unreasonably interfere all material respects with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of its Subsidiariessuch Quarterly 2021 Financial Statements, PubCo, Merger Sub, New SubCo or Acquiror, the representations and warranties set forth in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required Section 4.8 shall be deemed to be included apply to the Quarterly 2021 Financial Statements in the Proxy/Registration Statement and any other filings to be made by PubCosame manner as the Audited Financial Statements, Acquiror or the Company mutatis mutandis, with the SEC in connection with same force and effect as if made as of the Transactions, and (ii) to obtain the consent date of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewiththis Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, but in any event no later than thirty (30) Business Days after the date of this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in members’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including requirements, such as the auditing standards of the PCAOB) , and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Audited Financial Statements”). (b) Upon delivery of the PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if made as of the financial date of this Agreement. (b) If the Closing has not occurred prior to March 31, 2023, and this Agreement has not been earlier terminated pursuant to Sections 10.1(e) or 10.1(f), then as soon as reasonably practicable following March 31, 2023, the Company shall deliver to Acquiror the audited consolidated balance sheets and statements delivered of operations and comprehensive loss, cash flow and change in members’ equity of the Company and its Subsidiaries as of and for the year ended December 31, 2022, audited in accordance with the auditing standards of PCAOB, together with the auditor’s reports thereon (the “2022 Audited Financial Statements”); provided, that upon delivery of such 2022 Audited Financial Statements, the representation and warranties set forth in Section 8.3 were delivered prior 4.8 shall be deemed to apply to the 2022 Audited Financial Statements in the same manner as the Audited Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (c) Each The Company shall, as promptly as practicable, provide Acquiror with all other information concerning the Company and its management, operations and financial condition of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCoin each case, Merger Sub, New SubCo reasonably requested or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included by Acquiror for inclusion in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithProxy Statement.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall use reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries Subsidiary as of and for the years year ended June 30, 2021 and June 30December 31, 2022, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB 2022 Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such 2022 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.6 shall be deemed to apply to such Audited the 2022 Financial Statements mutatis mutandis with the same force and effect as if made as of the financial date of this Agreement. (b) The Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date of this Agreement, (i) the unaudited condensed consolidated balance sheets and statements delivered in accordance with Section 8.3 were delivered of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiary as of and for the three-month period ended March 31, 2023 (the “Q1 2023 Financial Statements”) and (ii) if the Effective Time has not occurred prior to August 14, 2023, the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiary as of and for the six-month period ended June 30, 2023 (the “Q2 2023 Financial Statements”), in each case, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 2023 Financial Statements and the Q2 2023 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the Q1 2023 Financial Statements and the Q2 2023 Financial Statements with the same force and effect as if made as of the date of this Agreement. (c) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist deliver to Acquiror, as soon as reasonably practicable following the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Companydate hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary reasonably requested by Acquiror to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Acquiror’s filings with the ProxySEC (including, if applicable, the Proxy Statement/Registration Statement Prospectus). (d) The Company shall use its reasonable best efforts to cause its independent auditors to provide any necessary consents to the inclusion of the financial statements set forth in Section 4.6 and any other this Section 6.3 in Acquiror’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an the audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in equity redeemable convertible preferred stock and stockholders’ deficit and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 and June 30December 31, 2022, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including and with the standards rules and regulations of the PCAOBSEC, the Exchange Act and the Securities Act applicable to such registrant (the “Updated Financial Statements”). (b) As soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the 3-month period ended March 31, 2023 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such Q1 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the Q1 Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (ca) Each As soon as reasonably practicable following the date hereof, as necessary, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for any additional three (3) month periods which would be reasonably requested or required by Acquiror for inclusion in the Acquiring Parties and Proxy Statement / Registration Statement (the “Additional Quarterly Financial Statements”), which shall each use its respective reasonable best efforts to (i) assist the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere comply with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of any Additional Quarterly Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to such Additional Quarterly Financial Statements with the same force and effect as if made as of the date of this Agreement. (b) The Company shall, as promptly as practicable, provide Acquiror with all other information concerning the Company and its management, operations and financial condition of the Company and its Subsidiaries, PubCoin each case, Merger Sub, New SubCo reasonably requested or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included by Acquiror for inclusion in the Proxy/Proxy Statement / Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithStatement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement and in any event by no later than April 9, 2021, the Company shall deliver to Acquiror and PubCo (i) an SPAC audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in equity shareholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”). (b) Upon ; provided, that upon delivery of the such PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited GAAP Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 (other than those set forth in Section 4.8(a)) shall be deemed to apply to such Audited GAAP Financial Statements mutatis mutandis with the same force and effect as if made as of the financial statements delivered in accordance with Section 8.3 were delivered date of this Agreement. (b) If the Merger Effective Time has not occurred prior to May 14, 2021, as soon as reasonably practicable following May 14, 2021, the Company shall deliver to SPAC the unaudited consolidated balance sheets and statements of operations, comprehensive loss, shareholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the three-month period ending March 31, 2021 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act; provided, that upon delivery of such Q1 Financial Statements, the representations and warranties set forth in Section 4.8 (other than those set forth in Section 4.8(a)) shall be deemed to apply to the Q1 Financial Statements, with the same force and effect as if made as of the date of this Agreement. (c) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the otherto 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, SPAC in preparing 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 ProxyProxy Statement/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company SPAC with the SEC in connection with the Transactions, transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consent consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithSEC.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2019 and June 30December 31, 20222018, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including and with the standards rules and regulations of the PCAOBSEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”); provided, that upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.8 shall be deemed to apply to such Audited Financial Statements with the same force and effect as if made as of the date of this Agreement. (b) As soon as reasonably practicable following the date of this Agreement, the Company shall deliver to Acquiror audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the year ended December 31, 2020, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “2020 Financial Statements”, and together with the PCAOB Financial Statements, the “Updated Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such 2020 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (c) Each If the Effective Time has not occurred prior to May 14, 2021, as soon as reasonably practicable following May 14, 2021, the Company shall deliver to Acquiror the unaudited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to three-month period ending March 31, 2021 (i) assist the other“Q1 Financial Statements”), upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere which comply with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of its Subsidiariessuch Q1 Financial Statements, PubCothe representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q1 Financial Statements, Merger Submutatis mutandis, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with same force and effect as if made as of the Transactions, and (ii) to obtain the consent date of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewiththis Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon promptly as reasonably practicable following after the date hereofexecution of this Agreement, the Company Target Companies shall deliver to Acquiror SPAC true, correct and PubCo complete copies of (i) an the audited consolidated statement of financial positions combined balance sheets and consolidated statements of comprehensive incomeoperations, changes in statements of owners’ equity and statements of cash flows of the Target Company and its Subsidiaries Group as of and for the years ended June 30December 31, 2021 2022 and June 30December 31, 20222021, together with the auditor’s reports thereonreport thereon and a signed audit opinion, in each case, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”). (b) Upon ; provided, that upon delivery of the such PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Closing Company Financial Statements” for the purposes of this Agreement and the representations and warranties provisions set forth in Section 5.9 7.3(c) shall be deemed to apply to such Audited PCAOB Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement, (ii) all selected financial data of the Target Companies required by Item 301 of Regulation S-K, as necessary for inclusion in the Proxy Statement/Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement; and (iii) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC as necessary for inclusion in the Proxy Statement/Registration Statement and the Current Report on Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement (including pro forma financial information). (b) The Target Companies shall deliver to SPAC, as promptly as reasonably practicable following any “staleness” date (as determined in accordance with the applicable rules and regulations of the SEC) applicable to the financial statements that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Registration Statement (including pro forma financial information) that occurs prior to the Closing Date, any financial statements of the Business (other than the Audited Financial Statements) that are required by the applicable accounting requirements and other rules and regulations of the SEC to be included in the Registration Statement (including pro forma financial information) (such audited or unaudited financial statements, the “Closing Company Financial Statements”). (c) Each The Closing Company Financial Statements (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except, in the case of any audited financial statements, as may be specifically indicated in the notes thereto and subject, 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), (ii) will fairly present, in all material respects, the financial position, results of operations and comprehensive loss, shareholders’ deficit and cash flows of the Company Business as of the dates thereof and for the periods indicated therein (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)), (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and will contain an unqualified report of the Target Companies’ auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Acquiring Parties and Securities Act in effect as of the respective dates of delivery (including Regulation S-X or Regulation S-K, as applicable). ​ ​ (d) The Target Companies shall each use its respective reasonable best efforts to (i) to assist the other, upon advance written notice, during normal business hours New PubCo and SPAC in a manner such as causing to not unreasonably interfere with the normal operation of the Company, any of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing 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 ProxyProxy Statement/Registration Statement and any other filings to be made by PubCo, Acquiror New PubCo or the Company SPAC with the SEC in connection with the Transactions, transactions contemplated by this Agreement and (ii) to obtain the consent consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithSEC.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, but in any event no later than March 31, 2021, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years year ended June 30December 31, 2021 and June 30, 20222020, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Updated Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such Updated Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each If the Effective Time has not occurred prior to March 31, 2021, and this Agreement has not been earlier terminated pursuant to Sections 10.1(e) or 10.1(g), then as soon as reasonably practicable following March 31, 2021, the Company shall deliver to Acquiror the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flow and change in stockholders’ equity of the Company and its Subsidiaries as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the otheryear ended December 31, upon advance written notice2020, during normal business hours and in a manner such as to not unreasonably interfere together with the normal operation auditor’s reports thereon (the “2020 Audited Financial Statements”); provided, that upon delivery of such 2020 Audited Financial Statements, the representation and warranties set forth in Section 4.8 shall be deemed to apply to the 2020 Audited Financial Statements in the same manner as the Audited Financial Statements, mutatis mutandis, with the same force and effect as if made as of the Company, any date of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewiththis Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon promptly as reasonably practicable following the date hereof, the Company shall deliver to Acquiror SPAC (a) audited financial statements for the years ended December 31, 2021 and PubCo December 31, 2020 consisting of audited consolidated balance sheets as of December 31, 2021 and 2020 and statements of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for the year ended December 31, 2021 and December 31, 2020, audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditors (ithe “Closing Company Audited Financial Statements”) and (b) an audited unaudited consolidated statement balance sheet of financial positions the Company and its Subsidiaries and consolidated statements of comprehensive incomeoperations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of and for a year-to-date period ended as of the end of each quarterly period thereafter that is required to be included in the Registration Statement, Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions. All such financial statements, together with any unaudited consolidated balance sheets and the related statements of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of and for a year-to-date period ended as of the end of each quarterly period thereafter that is required to be included in the Registration Statement, Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries as of the date thereof and for the years ended June 30period indicated therein, 2021 except as otherwise specifically noted therein, and June 30(iii) will, 2022in the case of the Closing Company Audited Financial Statements, together have been audited in accordance with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) PCAOB for public companies. The auditor engaged to audit the Closing Company Audited Financial Statements and to review the unaudited financial statements is an independent registered public accounting firm with respect to the rules and regulations Company within the meaning of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon delivery of the PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement rules and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to the date of this Agreement. (c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested regulations thereunder adopted by the SEC in connection therewithand the PCAOB.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the Sellers shall cause the Company shall to deliver to Acquiror Buyer a consolidated audited balance sheet and PubCo (i) an audited consolidated statement of financial positions and the related consolidated statements of comprehensive incomeoperations, changes in members’ equity and cash flows and notes to the financial statements of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2022 and June 30December 31, 20222021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) . Upon delivery of the PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in the “Audited Financial Statements” for the purposes of this Agreement Agreement, and the representations and warranties set forth in Section 5.9 4.5 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 PCAOB Financial Statements were delivered prior to the date of this Agreement. (b) If the Closing has not occurred prior to September 30, 2023, as soon as reasonably practicable following September 30, 2023, the Company shall deliver to Buyer: (i) the consolidated audited balance sheet and the related consolidated statements of operations, changes in members’ equity and cash flows of the Company and its Subsidiaries as of and for the nine-month period ended September 30, 2023, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “Company Q3 Financial Statements”). Upon delivery of the Company Q3 Financial Statements, the representations and warranties set forth in Section 4.5 shall be deemed to apply to the Company Q3 Financial Statements in the same manner as the Financial Statements mutatis mutandis with the same force and effect as if included in Section 4.5 as of the date of this Agreement. (c) All costs and expenses associated with the preparation and auditing of the PCAOB Financial Statements or the Company Q3 Financial Statements or any other costs incurred by the Company pursuant to this Section 6.8, including, but not limited to, the fees and expenses of any independent registered public accounting firm (the “PCAOB Costs”), shall be borne by the Buyer. Pursuant to this Section 6.8(c), Buyer shall promptly reimburse the Company for the PCAOB Costs upon receipt of reasonably detailed invoices thereof. (d) Each of the Company and the Acquiring Parties and shall each use its respective commercially reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo the Sellers or AcquirorBuyer, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror Buyer or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith. Upon reasonable advance notice, during normal business hours and in a manner that does not interfere with the normal business operations of Buyer, Buyer will make its accounting personnel available to assist the Company in the preparation of the PCAOB Financial Statements or Company Q3 Financial Statements (if applicable).

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo Parent (iA) an audited consolidated statement balance sheets as of financial positions December 31, 2020 and December 31, 2019 and consolidated statements of operations and comprehensive (loss) income, changes in equity members’ deficit and cash flows of the Company and its Subsidiaries as of and for the years twelve-month periods ended June 30December 31, 2021 2020 and June 30December 31, 20222019 audited in accordance with the standards required by the Public Company Accounting Oversight Board, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”). (b) Upon ; provided, that, upon delivery of the such PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for all the purposes of this Agreement and the representations and warranties set forth in Section 5.9 ‎Section 4.07 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if made as of the date of this Agreement; (B) all other audited and unaudited financial statements delivered of the Company and its Subsidiaries and any company or business units acquired by it, as applicable, required under the Applicable Legal Requirements of the SEC to be included in the Proxy Statement/Registration Statement and/or the Closing Form 8-K (including pro forma financial information); (C) all selected financial data of the Company and its Subsidiaries required by Item 301 of Regulation S-K, as necessary for inclusion in the Proxy Statement/Registration Statement and the Closing Form 8-K; and (D) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Section 8.3 were delivered Item 303 of Regulation S-K of the SEC as necessary for inclusion in the Proxy Statement/Registration Statement and Closing Form 8-K. (b) If the Proxy Statement/Registration Statement has not been declared effective by the SEC prior to May 17, 2021, as soon as reasonably practicable following thereafter, the Company shall deliver to Parent the unaudited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the three-month period ending March 31, 2021 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 Financial Statements, the representations and warranties set forth in ‎Section 4.07 shall be deemed to apply to the Q1 Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the The Company shall deliver to Acquiror and PubCo (i) an as promptly as reasonably practicable after the date hereof the audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in retained earnings shareholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereonnotes and schedules thereto, accompanied by an unqualified report of the PCAOB Auditor (the “PCAOB Audited Financial Statements”), which comply in all material respects with the applicable accounting requirements (including and with the standards rules and regulations of the PCAOBSEC, the Exchange Act, and the Securities Act applicable to a registrant. The PCAOB Audited Financial Statements shall comply as to form in all material respects, and shall be prepared in accordance, with U.S. GAAP (as modified by the rules and regulations of the SEC) applied on a consistent basis throughout the periods involved, shall fairly present in all material respects the consolidated financial position of the Company at the date thereof and the results of its operations and cash flows for the period therein indicated. When the PCAOB Audited Financial Statements are delivered by the Company to Acquiror after the date hereof, the representations and warranties with respect to the Financial Statements set forth in Section 4.8 shall be deemed to apply to the PCAOB Audited Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. All costs incurred in connection with preparing and obtaining the PCAOB Audited Financial Statements shall be borne by the Company. (b) If the Proxy Statement/Registration Statement has not been mailed to Acquiror Shareholders on or prior to August 12, 2021, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and retained earnings, comprehensive loss, shareholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the three- and six-month periods ended June 30, 2021 (the “Q2 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided that, upon delivery of the PCAOB such Q2 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties with respect to the Financial Statements set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the Q2 Financial Statements Statements, mutatis mutandis mutandis, with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, but in no event later than September 15, 2021, the Company shall deliver to Parent true and complete copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 and December 31, 2019, and the related audited consolidated statements of operations, cash flows and stockholders’ equity for the years ended December 31, 2020 and December 31, 2019, together with the auditor’s reports thereon, which will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act for financial statements required to be included in the Registration Statement (the “PCAOB Audited Financial Statements”, together with the FY 2021 Financial Statements, if required to be delivered pursuant to this Section 6.03, the “Audited Financial Statements”). (b) As soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror Parent the unaudited consolidated balance sheets and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of operations, comprehensive incomeloss, changes in equity stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the years ended six-month period ending June 30, 2021 and June 30, 2022, together with (the auditor’s reports thereon“Q2 Financial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such Q2 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.08 shall be deemed to apply to such Audited the Q2 Financial Statements mutatis mutandis with in the same force and effect manner as if the financial statements delivered in accordance with Section 8.3 were delivered prior Interim Financial Statements. For the avoidance of doubt, notwithstanding anything to the date of contrary in this Agreement, any Events set forth in the Q2 Financial Statements shall be taken in account when determining whether there has or is reasonably expected to have a Company Material Adverse Effect. (c) Each If the Proxy Statement/Registration Statement has not been declared effective by the SEC prior to November 12, 2021, as soon as reasonably practicable thereafter, the Company shall deliver to Parent the unaudited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the Acquiring Parties nine-month period ending September 30, 2021 (the “Q3 Financial Statements” and shall each use its respective reasonable best efforts to (i) assist the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere together with the normal operation Q2 Financial Statements, the “Interim Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of its Subsidiariessuch Q3 Financial Statements, PubCo, Merger Sub, New SubCo or Acquiror, the representations and warranties set forth in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required Section 4.08 shall be deemed to be included apply to the Q3 Financial Statements in the Proxysame manner as the Interim Financial Statements. (d) If the Proxy Statement/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested has not been declared effective by the SEC prior to February 14, 2022, as soon as reasonably practicable thereafter, the Company shall deliver to Parent the audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the twelve-month period ending December 31, 2021, in connection therewitheach case, together with the auditor’s reports thereon (the “FY 2021 Financial Statements” and together with the PCAOB Audited Financial Statements and the Interim Financial Statements, the “Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such FY 2021 Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to the FY 2021 Financial Statements in the same manner as the Audited Financial Statements.

Preparation and Delivery of Additional Company Financial Statements. (a) As If the Effective Time has not occurred prior to June 30, 2023, as soon as reasonably practicable following the date hereofJune 30, 2023, the Company shall deliver to Acquiror and PubCo (i) an audited the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years six-month period ended June 30, 2021 and June 30, 2022, together with the auditor’s reports thereon2023, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Company H1 Financial Statements”). (b) . Upon delivery of the PCAOB Company H1 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.9 shall be deemed to apply to such Audited the Company H1 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis mutandis, with the same force and effect as if the financial statements delivered included in accordance with Section 8.3 were delivered prior to 4.9 as of the date of this Agreement. (cb) Each of the Company and the Acquiring Parties and Acquiror shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following If the date hereofSecond Merger Effective Time has not occurred prior to August 31, 2024, then on or prior to September 1, 2024, the Company shall deliver to Acquiror and PubCo (i) an audited unaudited consolidated statement statements of financial positions position and unaudited consolidated statements of comprehensive income, changes in cash flow and shareholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended six-month periods ending June 30, 2021 2024 and June 30, 2022, together with the auditor’s reports thereon, 2023 which comply in all material respects with the applicable accounting requirements (including the standards standard of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB H1 Financial Statements”); and (ii) pro forma consolidated financial statements in respect of the Company and its Subsidiaries and the Acquiror using the Acquiror’s unaudited statement of operations, cash flow and shareholders’ equity as of and for the six-month period ending June 30, 2024, which comply in all material respects with the applicable accounting requirements (including the standard of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “H1 Pro Forma Financial Statements” and together with the 2023 Pro Forma Financial Statements, the “Pro Forma Financial Statements”). (b) Upon delivery of the PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to the date of this Agreement. (c) Each of the Company Company, PubCo, Merger Sub I and the Acquiring Parties and Merger Sub II shall each use its respective reasonable best efforts to (i) assist the otherAcquiror, 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 of Company and its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As If the Effective Time has not occurred prior to September 30, 2022, as soon as reasonably practicable following the date hereofSeptember 30, 2022, the Company shall deliver to Acquiror and PubCo (i) an audited the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years six-month period ended June 30, 2021 and June 30, 2022, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Company H1 Financial Statements”). (b) . Upon delivery of the PCAOB Company H1 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited the Company H1 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis mutandis, with the same force and effect as if included in Section 5.9 as of the financial statements delivered date of this Agreement. Upon delivery of the H1 Pro Forma Financial Statements, the representations and warranties set forth in accordance Section 5.9(c) shall be deemed to apply to such H1 Pro Forma Financial Statements in the same manner as the Pro Forma Financial Statements, mutatis mutandis, with the same force and effect as if included in Section 8.3 were delivered prior to 5.9 as of the date of this Agreement. (cb) Each of the Company and the Acquiring Parties and Acquiror shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon promptly as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo SPAC (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations and comprehensive incomeloss, cash flows and changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Group as of and for the years ended June 30December 31, 2022 and 2021 and June 30consolidated statements of operations and comprehensive loss, 2022cash flows and changes in shareholders’ equity of the Group for each of the periods then ended, together audited in accordance with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) PCAOB and with the rules and regulations containing an unqualified report of the SEC, the Exchange Act and the Securities Act applicable to a registrant Company’s auditors (the “PCAOB Closing Company Audited Financial Statements”). ) and (bii) Upon delivery an unaudited consolidated balance sheet of the PCAOB Financial StatementsGroup and consolidated statements of operations and comprehensive loss, such financial statements shall (i) be deemed to be included cash flows and changes in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to the date of this Agreement. (c) Each shareholders’ equity of the Company Group as of and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, upon advance written notice, during normal business hours and in for a manner such year-to-date period ended as to not unreasonably interfere with the normal operation of the Company, any end of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) different fiscal quarter that are is required to be included in the ProxyRegistration Statement, Proxy Statement/Registration Statement Prospectus and any other filings to be made by PubCo, Acquiror or the Company or SPAC with the SEC in connection with the TransactionsTransactions and the TCO Restructuring. All such financial statements, together with any unaudited consolidated balance sheets and (ii) the related statements of operations and comprehensive loss, cash flows and changes in shareholders’ equity of the Group as of and for a year-to-date period ended as of the end of a different fiscal quarter that is required to obtain be included in the consent of its auditors Registration Statement, Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithwith the Transactions and the TCO Restructuring, (A) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group 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. The auditor engaged to audit the Closing Company Audited Financial Statements 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.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofEffective Date, but in no event later than September 15, 2021, the Company shall deliver to Acquiror Parent true and PubCo (i) an complete copies of the audited consolidated statement balance sheets of financial positions the Company and its Subsidiaries as of December 31, 2020 and December 31, 2019, and the related audited consolidated statements of operations, cash flows and stockholders’ equity for the years ended December 31, 2020 and December 31, 2019, together with the auditor’s reports thereon, which will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act for financial statements required to be included in the Registration Statement (the “PCAOB Audited Financial Statements”, together with the FY 2021 Financial Statements, if required to be delivered pursuant to this Section 6.03, the “Audited Financial Statements”). (b) As soon as reasonably practicable following the Effective Date, the Company shall deliver to Parent the unaudited consolidated balance sheets and statements of operations, comprehensive incomeloss, changes in equity stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the years ended six-month period ending June 30, 2021 and June 30, 2022, together with (the auditor’s reports thereon“Q2 Financial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such Q2 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.08 shall be deemed to apply to such Audited the Q2 Financial Statements mutatis mutandis with in the same force and effect manner as if the financial statements delivered in accordance with Section 8.3 were delivered prior Interim Financial Statements. For the avoidance of doubt, notwithstanding anything to the date of contrary in this Agreement, any Events set forth in the Q2 Financial Statements shall be taken in account when determining whether there has or is reasonably expected to have a Company Material Adverse Effect. (c) Each If the Proxy Statement/Registration Statement has not been declared effective by the SEC prior to November 12, 2021, as soon as reasonably practicable thereafter, the Company shall deliver to Parent the unaudited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the Acquiring Parties nine-month period ending September 30, 2021 (the “Q3 Financial Statements” and shall each use its respective reasonable best efforts to (i) assist the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere together with the normal operation Q2 Financial Statements, the “Interim Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of its Subsidiariessuch Q3 Financial Statements, PubCo, Merger Sub, New SubCo or Acquiror, the representations and warranties set forth in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required Section 4.08 shall be deemed to be included apply to the Q3 Financial Statements in the Proxysame manner as the Interim Financial Statements. (d) If the Proxy Statement/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested has not been declared effective by the SEC prior to February 14, 2022, as soon as reasonably practicable thereafter, the Company shall deliver to Parent the audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the twelve-month period ending December 31, 2021, in connection therewitheach case, together with the auditor’s reports thereon (the “FY 2021 Financial Statements” and together with the PCAOB Audited Financial Statements and the Interim Financial Statements, the “Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such FY 2021 Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to the FY 2021 Financial Statements in the same manner as the Audited Financial Statements.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo Parent the (i) an audited consolidated statement balance sheets as of financial positions December 31, 2020 and December 31, 2019, and consolidated statements of operations and comprehensive incomeloss, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years twelve-month periods ended June 30December 31, 2021 2020 and June 30December 31, 20222019, audited in accordance with the standards required by the Public Company Accounting Oversight Board, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”). (b) Upon ; provided, that, upon delivery of the such PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for all the purposes of this Agreement and the representation and warranties set forth in Section 3.08 shall be deemed to apply to such Financial Statements with the same force and effect as if made as of the date of this Agreement; provided further that there shall be no material changes between the Financial Statements set forth on Schedule 3.08(a) of the Company Disclosure Letter and the PCAOB Financial Statements; (ii) all other audited and unaudited financial statements of the Company and any company or business units acquired by it, as applicable, required under the Applicable Legal Requirements of the SEC to be included in the Proxy Statement/Registration Statement and/or the Closing Form 8-K (including pro forma financial information); (iii) all selected financial data of the Company required by Item 301 of Regulation S-K, as necessary for inclusion in the Proxy Statement/Registration Statement and the Closing Form 8-K; and (iv) management’s discussion and analysis of financial condition and results of operations prepared in accordance with Item 303 of Regulation S-K of the SEC as necessary for inclusion in the Proxy Statement/Registration Statement and Closing Form 8-K (including pro forma financial information). (b) If the Proxy Statement/Registration Statement has not been declared effective by the SEC on or prior to May 14, 2021, as soon as reasonably practicable following thereafter, the Company shall deliver to Parent the unaudited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company as of and for the three-month period ending March 31, 2021 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that, upon delivery of such Q1 Financial Statements, the representations and warranties set forth in Section 5.9 3.08 shall be deemed to apply to such Audited the Q1 Financial Statements Statements, mutatis mutandis mutandis, with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (c) Each of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As If the Effective Time has not occurred prior to August 12, 2021, as soon as reasonably practicable following the date hereofsuch date, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and PubCo (i) an audited consolidated statement of financial positions and consolidated statements of operations and comprehensive incomeloss, changes in equity stockholders’ (deficit) earnings and cash flows of the Company and its Subsidiaries as of and for the years three- and six-month period ended June 30, 2021 and June 30, 2022, together with (the auditor’s reports thereon“Q2 Financial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such Q2 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the Q2 Financial Statements in the same manner as the Unaudited Financial Statements, mutatis mutandis mutandis, with the same force and effect as if made as of the financial statements delivered in accordance with Section 8.3 were delivered date of this Agreement. (b) If the Effective Time has not occurred prior to November 12, 2021, and this Agreement has not been earlier terminated pursuant to Section 10.1(d) or Section 10.1(f), then as soon as reasonably practicable following such date, the Company shall deliver to Acquiror the unaudited consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ (deficit) earnings and cash flows of the Company and its Subsidiaries as of and for the three- and nine-month period ended September 30, 2021 (the “Q3 Financial Statements”); provided, that upon delivery of such Q3 Financial Statements, the representation and warranties set forth in Section 4.8 shall be deemed to apply to the Q3 Financial Statements in the same manner as the Unaudited Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (c) Each of the The Company and the Acquiring Parties and shall each use its respective their reasonable best efforts to (i) assist the otherto 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 or Subsidiary of the Company, any of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, Acquiror in preparing 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 Proxy/Proxy Statement / Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consent consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithSEC.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, but in any event no later than May 15, 2023, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement balance sheets as of financial positions December 31, 2022 and consolidated December 31, 2021, and statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2022 and June 30December 31, 20222021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a U.S. registrant, including the standards established by the Public Company Accounting Oversight Board (collectively, the “PCAOB Financial Statements”); provided that upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.11 shall be deemed to apply to such Audited Financial Statements with the same force and effect as if made as of the PCAOBdate of this Agreement. (b) As soon as reasonably practicable following the date hereof, but in any event no later than June 30, 2023, the Company shall deliver to Acquiror an unaudited consolidated balance sheet as of March 31, 2023 and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the three- (3) month periods ended March 31, 2023 and March 31, 2022, such quarterly financial statements to be subject to a limited review by the Company’s auditors and which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a U.S. registrant including the standards established by the Public Company Accounting Oversight Board (the “Q1 Unaudited Financial Statements”); provided that upon delivery of such Q1 Unaudited Financial Statements, the representation and warranties set forth in Section 4.11 shall be deemed to apply to such Q1 Unaudited Financial Statements with the same force and effect as if made as of the date of this Agreement. (c) If the Effective Time has not occurred prior to August 14, 2023, and this Agreement has not been earlier terminated pursuant to Article X, then as soon as reasonably practicable following August 14, 2023, and by no later than September 15, 2023, the Company shall deliver to Acquiror unaudited consolidated balance sheet as of June 30, 2023, and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the six-(6) month period ended June 30, 2023 and June 30, 2022, such quarterly financial statements to be subject to a limited review by the Company’s auditors and which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Q2 Unaudited Financial Statements”). (b) Upon ; provided that upon delivery of the PCAOB such Q2 Unaudited Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.11 shall be deemed to apply to such Audited Q2 Unaudited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cd) Each The Company shall deliver to Acquiror, as soon as reasonably practicable following the date hereof, any additional financial or other information reasonably requested by Acquiror to prepare pro forma financial statements required under federal securities Laws to be included in Acquiror’s filings with the SEC (including, if applicable, the Proxy Statement) that comply with the requirements of Regulation S-X under the rules and regulations of the Company and SEC (as interpreted by the Acquiring Parties staff of the SEC) and shall each cooperate with Acquiror to prepare such pro forma financial statements. (e) The Company shall use its respective reasonable best efforts to (i) assist cause its independent auditors to provide any necessary consents to the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation inclusion of the Company, any of its Subsidiaries, PubCo, Merger Sub, New SubCo or Company Financial Statements in Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other ’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and the related consolidated statements of comprehensive income, changes in operations and Members’ equity and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the years ended June 30December 31, 2021 2020 and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “FY 2020 and 2019 Financial Statements” and, together with the Q3 Financial Statements and the FY 2021 Financial Statements, the “PCAOB Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such FY 2020 and 2019 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.7 shall be deemed to apply to such the FY 2020 and 2019 Financial Statements in the same manner as the Audited Financial Statements mutatis mutandis and (ii) a substantially completed draft of the Management Discussion and Analysis (“MD&A”) with the same force and effect as if the respect to such financial statements delivered for inclusion in accordance with Section 8.3 were delivered prior to the Proxy Statement/Registration Statement. (a) As soon as reasonably practicable following the date of this Agreement. , the Company shall deliver to Acquiror (ci) Each the auditor reviewed consolidated balance sheets and the related consolidated statements of operations and Members’ equity and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the othernine-month period ended September 30, upon advance written notice2021, during normal business hours and which comply in a manner such as to not unreasonably interfere all material respects with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant (the “Q3 Financial Statements” and, together with the other Interim Financial Statements and Audited Financial Statements, the “Financial Statements”); provided, that upon delivery of its Subsidiariessuch Q3 Financial Statements, PubCo, Merger Sub, New SubCo or Acquiror, the representations and warranties set forth in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required Section 4.7 shall be deemed to be included apply to the Q3 Financial Statements in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or same manner as the Company with the SEC in connection with the Transactions, Interim Financial Statements and (ii) to obtain a substantially completed draft of the consent of its auditors MD&A with respect thereto to such financial statements for inclusion in the Proxy Statement/Registration Statement. (b) If the Effective Time has not occurred prior to February 14, 2022, as may soon as reasonably practicable following February 14, 2022, the Company shall deliver to Acquiror (i) the audited consolidated balance sheets and statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows of the Company and its Subsidiaries (including all notes thereto) as of and for the year ended December 31, 2021, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “FY 2021 Financial Statements”); provided, that upon delivery of such FY 2021 Financial Statements, the representations and warranties set forth in Section 4.7 shall be required by applicable Law or requested by deemed to apply to the SEC FY 2021 Financial Statements in connection therewiththe same manner as the Audited Financial Statements and (ii) a substantially completed draft of the MD&A with respect to such financial statements for inclusion in the Proxy Statement/Registration Statement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo Parent (i) an audited unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years six months ended June 30December 31, 2021 2023 and June 30December 31, 2022, and (ii) if necessary under the disclosure requirements of Proxy/Registration Statement, an unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for any additional respective period then ended, or if applicable, audited consolidated statements of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the year ending June, 2024 and 2023, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Interim Financial Statements”). (b) Upon delivery of the PCAOB Interim Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Interim Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 7.3 were delivered prior to the date of this Agreement. (c) Each of the Company and the Acquiring Purchaser Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCoParent, Purchaser, and Merger Sub, New SubCo or Acquiror, Sub in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCoParent, Acquiror Parent or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewith.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereof, the The Company shall deliver Parties will use commercially reasonable efforts to provide Acquiror and PubCo with (i) the Company’s consolidated audited financial statements for the fiscal year ending December 31, 2023 by March 31, 2024 and (ii) the Company’s consolidated interim financial statements for each quarterly period ending on or after September 30, 2023 (other than a quarterly period ending on the last day of an audited consolidated statement annual period) by the 60th (sixtieth) calendar day following the end of financial positions and consolidated statements of comprehensive incomeeach such quarterly period (other than the quarterly period ending September 30, changes in equity and cash flows 2023 which shall be delivered as soon as practicable). All of the Company and its Subsidiaries financial statements to be delivered pursuant to this ‎Section 6.04 (the “Additional Financial Statements”) will be prepared under GAAP (except as may be indicated in the notes thereto) in accordance with requirements of and the PCAOB for the years ended June 30, 2021 and June 30, 2022, together with the auditor’s reports thereon, which public companies. The Additional Financial Statements will comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon delivery of the PCAOB Financial Statements, such for financial statements shall (i) be deemed required to be included in “Audited Financial Statements” for the purposes of this Agreement Registration Statement and the representations and warranties set forth in Section 5.9 shall be deemed to apply to such Audited Proxy Statement. The Additional Financial Statements mutatis mutandis with the same force and effect as if will fairly present in all material respects the financial statements delivered in accordance with Section 8.3 were delivered prior to the date position and results of this Agreement. (c) Each operations of the Company as of the date or for the periods indicated, except as otherwise indicated in such statements and, in the case of interim financial statements, subject to the absence of footnotes and the Acquiring other presentation items and for normal or immaterial year-end adjustments. The Company Parties and shall each will use its respective commercially reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other promptly provide additional Company financial information or statements (including customary pro forma financial statements) that are required to be included reasonably requested by Acquiror for inclusion in the Proxy/Registration Proxy Statement and any other filings filings, including on Form 8-K, to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithSEC.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall use commercially reasonable efforts to deliver to Acquiror and Swiss NewCo, as soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement statements of financial positions position and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the years year ended June 30December 31, 2021 and June 30, 20222020, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”). (b) Upon ; provided that upon delivery of the such PCAOB Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” Statements for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to the such Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (b) The Company shall be prepared to deliver the PCAOB Financial Statements to Acquiror within twenty (20) Business Days after the date hereof, subject to Acquiror’s, Swiss NewCo’s and the Company’s preparation of the Proxy Statement/Registration Statement as described in Section 9.2. (c) Each The Company shall use its commercially reasonable efforts to deliver to Acquiror and Swiss NewCo, as soon as reasonably practicable following the date of this Agreement, the audited consolidated statements of financial position and statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the Acquiring Parties year ended December 31, 2021 (the “2021 Year End Financials”), together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided that upon delivery of such 2021 Year End Financials, the representations and warranties set forth in Section 4.8 shall each be deemed to apply to the 2021 Year End Financials with the same force and effect as if made as of the date of this Agreement. (d) If the Merger Effective Time has not occurred prior to the date the PCAOB Financial Statements become stale for purposes of Regulation S-X of the Securities Act (the “Staleness Date”), the Company shall use its respective commercially reasonable best efforts to deliver to Acquiror and Swiss NewCo, as soon as reasonably practicable following the Staleness Date, the unaudited interim consolidated statement of financial position as of March 31, 2022, and the related unaudited interim statements of comprehensive income, changes in equity, and cash flows for the three-month period ended March 31, 2022 of the Company and its Subsidiaries (i) assist the other“Q1 2022 Financial Statements”), upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere together with the normal operation auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the CompanySEC, the Exchange Act and the Securities Act applicable to a registrant; provided that upon delivery of such Q1 2022 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q1 2022 Financial Statements with the same force and effect as if made as of the date of this Agreement. (e) The Company shall use its commercially reasonable efforts to cause its independent auditors to provide any necessary consents to the inclusion of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, the financial statements set forth in preparing Section 4.8 and this Section 7.3 in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other Swiss NewCo’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall use commercially reasonable efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an the GAAP, PCAOB-audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive income, changes in equity loss and stockholders’ deficit and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 and June 30December 31, 2022, together with the auditor’s reports thereon, which comply and (ii) the auditor-reviewed, unaudited consolidated balance sheets of the Company and its Subsidiaries as of June 30, 2023 or September 30, 2023, as applicable, and the related auditor-reviewed, unaudited consolidated statements of operations, comprehensive loss and stockholders’ deficit and cash flows for the six or nine months then ended, as applicable, in each case, in compliance in all material respects with the applicable accounting requirements (including and with the standards rules and regulations of the PCAOBSEC, the Exchange Act and the Securities Act applicable to such registrant (collectively, the “Financial Statements”); provided, that upon delivery of such Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Financial Statements with the same force and effect as if made as of the date of this Agreement. (b) The Company shall, to the extent necessary, use commercially reasonable efforts to deliver to Acquiror as promptly as reasonably practicable following the date hereof, the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for any additional three (3) month periods that would be reasonably requested or required by Acquiror for inclusion in the Proxy Statement / Registration Statement (the “Additional Quarterly Financial Statements”), which shall comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB any Additional Quarterly Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Additional Quarterly Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (c) Each The Company shall use commercially reasonable efforts to provide Acquiror, as promptly as reasonably practicable, with all other information concerning the Company and its management, operations and financial condition of the Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist the other, 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 of its Subsidiaries, PubCoin each case, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made as is reasonably requested by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by for inclusion in the SEC in connection therewithProxy Statement / Registration Statement.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall use reasonable best efforts to deliver to Purchaser, as soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of comprehensive income, changes in equity retained earnings and cash flows of the Company and its Subsidiaries as of and for the years ended June 30, 2021 and June 30December 31, 2022, and December 31, 2021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including and with the standards rules and regulations of the PCAOBSEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”); provided that upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed “Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 3.6 shall be deemed to apply to such Financial Statements with the same force and effect as if made as of the date of this Agreement. (b) The Company shall use its reasonable best efforts to deliver to Purchaser, as soon as reasonably practicable following the date of this Agreement, the unaudited condensed consolidated balance sheets and statements of income, retained earnings and cash flows of the Company and its Subsidiaries as of and for the nine-month periods ended September 30, 2023 and September 30, 2022 (collectively, the “Q3 Interim Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided that upon delivery of such Q3 Interim Financial Statements, the representations and warranties set forth in Section 3.6 shall be deemed to apply to the Q3 Interim Financial Statements with the same force and effect as if made as of the date of this Agreement. (c) If the Closing has not occurred prior to February 14, 2024, and this Agreement has not been earlier terminated pursuant to Article XI then as soon as reasonably practicable, the Company shall deliver to Purchaser the audited consolidated balance sheets and statements of income, retained earnings and cash flows of the Company and its Subsidiaries as of and for the year ending December 31, 2023, together with the auditor’s reports thereon, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB 2023 Audited Financial Statements”). (b) Upon ; provided that upon delivery of the PCAOB such 2023 Audited Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 3.6 shall be deemed to apply to such the 2023 Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement... (cd) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist deliver to Purchaser, as soon as reasonably practicable following the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Companydate hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary reasonably requested by Purchaser to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Purchaser’s parent company’s filings with the Proxy/Registration Statement SEC and (ii) cooperate with Purchaser and its Representatives in connection with this Section 7.11. (e) The Company shall use its reasonable best efforts to cause its independent auditors to provide any other necessary consents to the inclusion of the financial statements set forth in Section 3.6 and this Section 7.11 in Purchaser’s parent company’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an the audited consolidated statement of financial positions balance sheets and the related audited consolidated statements of comprehensive incomeoperations, changes in equity and cash flows and shareholders’ equity of the Company and its Subsidiaries as of and for the years year ended June 30December 31, 2021 and June 30, 20222021, together with the auditor’s reports thereon, thereon which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB 2021 Audited Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such 2021 Audited Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if made as of the financial date of this Agreement. (b) As soon as reasonably practicable following May 14, 2022, the Company shall deliver to Acquiror the unaudited consolidated balance sheets and the related audited consolidated statements delivered of operations, cash flows and shareholders’ equity of the Company and its Subsidiaries as of and for the three-month period ended March 31, 2022 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 Financial Statements, the representations and warranties set forth in accordance Section 4.8 shall be deemed to apply to the Q1 Financial Statements with Section 8.3 were delivered prior to the same force and effect as if made as of the date of this Agreement. (c) Each If the Effective Time has not occurred prior to August 12, 2022, as soon as reasonably practicable following August 12, 2022, the Company shall deliver to Acquiror the unaudited consolidated balance sheets and the related audited consolidated statements of operations, cash flows and shareholders’ equity of the Company and its Subsidiaries as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to three-month period ended June 30, 2022 (i) assist the other“Q2 Financial Statements”), upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere which comply with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q2 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q2 Financial Statements with the same force and effect as if made as of the date of this Agreement. (d) The Company shall, as promptly as practicable, provide Acquiror with all other information concerning the Company and its management, operations and financial condition of the Company and its Subsidiaries, PubCoin each case, Merger Sub, New SubCo reasonably requested or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included by Acquiror for inclusion in the Proxy/Proxy Statement / Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithStatement.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company Parties shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations and comprehensive incomeloss, changes in equity members’ (deficit) earnings and cash flows of the Company Holdco and its Subsidiaries as of and for the years year ended June 30December 31, 2021 and June 30, 2022, 2020 together with the auditor’s reports thereonthereon (the “2020 Audited Financial Statements”) and any pro forma financial statements that are required to be included in the Proxy Statement / Registration Statement, in each case, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided, that upon delivery of the PCAOB such 2020 Audited Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if made as of the financial date of this Agreement. (b) The Company Parties shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the unaudited consolidated balance sheets and statements delivered of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the three-month period ending March 31, 2021 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 Financial Statements, the representations and warranties set forth in accordance shall be deemed to apply to the Q1 Financial Statements with Section 8.3 were delivered prior to the same force and effect as if made as of the date of this Agreement. (c) Each If the Effective Time has not occurred prior to August 5, 2021, and this Agreement has not been earlier terminated pursuant to Article X, then on or prior to such date, the Company Parties shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the three- and six-month period ended June 30, 2021 (the “Q2 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the Company SEC, the Exchange Act and the Acquiring Securities Act applicable to a registrant; provided, that upon delivery of such Q2 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q2 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (d) If the Effective Time has not occurred prior to November 5, 2021, and this Agreement has not been earlier terminated pursuant to Article X, then on or prior to such date, the Company Parties shall deliver to Acquiror the unaudited consolidated balance sheets and statements of operations and comprehensive loss, members’ (deficit) earnings and cash flows of Company Holdco and its Subsidiaries as of and for the three- and nine-month period ended September 30, 2021, together with the auditor’s reports thereon (the “Q3 Financial Statements”); provided, that upon delivery of such Q3 Financial Statements, the representation and warranties set forth in Section 4.8 shall each be deemed to apply to the Q3 Financial Statements in the same manner as the Q1 Financial Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (e) The Company Parties shall use its respective their reasonable best efforts to (i) assist the otherto 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 Companyany Company Party or Company Party Subsidiary, any of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, Acquiror in preparing 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 Proxy/Proxy Statement / Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consent consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithSEC.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall deliver to Acquiror, as soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated balance sheet and statement of financial positions operations and consolidated statements of comprehensive incomeloss, changes in equity convertible preferred stock and stockholders’ deficit, and cash flows of the Company and its Subsidiaries as of and for the years year ended June 30December 31, 2021 and June 30, 20222020, together with the auditor’s reports report thereon, which will comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB 2020 Audited Financial Statements”). (b) Upon , provided, that upon delivery of the PCAOB such 2020 Audited Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such the 2020 Audited Financial Statements mutatis mutandis with the same force and effect as if made as of the financial statements delivered in accordance with Section 8.3 were delivered date of this Agreement. (b) If the Effective Time has not occurred prior to May 17, 2021, the Company shall deliver to Acquiror, as soon as reasonably practicable following May 17, 2021, the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, changes in convertible preferred stock and stockholders’ deficit, and cash flows of the Company and its Subsidiaries as of and for the three-month period ended March 31, 2021 (the “Q1 2021 Financial Statements”), which will comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 2021 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q1 2021 Financial Statements with the same force and effect as if made as of the date of this Agreement. (c) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist deliver to Acquiror, as soon as reasonably practicable following the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Companydate hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary reasonably required by Acquiror to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Acquiror’s filings with the ProxySEC (including, if applicable, the Proxy Statement/Registration Statement and Statement). (d) The Company shall use its reasonable best efforts to cause its independent auditors to provide any other necessary consents to the inclusion of the financial statements set forth in this Section 6.4 in Acquiror’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall use reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereofof this Agreement, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020, and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including and with the standards rules and regulations of the PCAOBSEC, the Exchange Act and the Securities Act applicable to a registrant (collectively, the “PCAOB Financial Statements”); provided that upon delivery of such PCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the purposes of this Agreement and the representation and warranties set forth in Section 4.8 shall be deemed to apply to the such Audited Financial Statements with the same force and effect as if made as of the date of this Agreement. (b) The Company shall be prepared to deliver the PCAOB Financial Statements to Acquiror within ten (10) Business Days after the date hereof, subject to Acquiror’s and the Company’s preparation of the Proxy Statement/Registration Statement as described in Section 8.2(a). (c) The Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date of this Agreement, the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the nine-month period ended September 30, 2021 (the “Q3 2021 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided that upon delivery of such Q3 2021 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q3 2021 Financial Statements with the same force and effect as if made as of the date of this Agreement. (d) If the Closing has not occurred prior to February 14, 2022, and this Agreement has not been earlier terminated pursuant to Article X then as soon as reasonably practicable following February 14, 2022, the Company shall deliver to Acquiror the audited consolidated balance sheet and the related audited consolidated statements of operations, comprehensive income (loss), stockholders’ deficit, and cash flows of the Company and its Subsidiaries as of and for the year ending December 31, 2021, together with the auditor’s reports thereon, which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB 2021 Audited Financial Statements”). (b) Upon ; provided that upon delivery of the PCAOB such 2021 Audited Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such the 2021 Audited Financial Statements mutatis mutandis with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (ce) Each of the The Company and the Acquiring Parties and shall each use its respective reasonable best efforts to (i) assist deliver to Acquiror, as soon as reasonably practicable following the other, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of the Companydate hereof, any of its Subsidiaries, PubCo, Merger Sub, New SubCo additional financial or Acquiror, in preparing in a timely manner other financial information or statements (including customary reasonably requested by Acquiror to prepare pro forma financial statements) that are statements required under federal securities Laws to be included in Acquiror’s filings with the ProxySEC (including, if applicable, the Proxy Statement/Registration Statement Statement). (f) The Company shall use its reasonable best efforts to cause its independent auditors to provide any necessary consents to the inclusion of the financial statements set forth in Section 4.8 and any other this Section 6.3 in Acquiror’s filings to be made by PubCo, Acquiror or the Company with the SEC in connection accordance with the Transactions, and (ii) to obtain the consent applicable requirements of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithfederal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2019 and June 30December 31, 20222018, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Updated Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such Updated Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if made as of the financial date of this Agreement. (b) The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the unaudited consolidated balance sheets and statements delivered of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the six-month period ending June 30, 2020 (the “1H Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such 1H Financial Statements, the representations and warranties set forth in accordance Section 4.8 shall be deemed to apply to the 1H Financial Statements with Section 8.3 were delivered prior to the same force and effect as if made as of the date of this Agreement. (c) Each If the Effective Time has not occurred prior to November 12, 2020, as soon as reasonably practicable following November 12, 2020, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the Acquiring Parties three- and shall each use its respective reasonable best efforts to nine-month period ended September 30, 2020 (i) assist the other“Q3 Financial Statements”), upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere which comply with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of its Subsidiariessuch Q3 Financial Statements, PubCo, Merger Sub, New SubCo or Acquiror, the representations and warranties set forth in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required Section 4.8 shall be deemed to be included apply to the Q3 Financial Statements in the Proxy/Registration Statement same manner as the 1H Financial Statements, mutatis mutandis, with the same force and any other filings effect as if made as of the date of this Agreement. (d) If the Effective Time has not occurred prior to be made by PubCoMarch 30, Acquiror 2021, and this Agreement has not been earlier terminated pursuant to Sections 10.1(e) or 10.1(g) then as soon as reasonably practicable following March 30, 2021, the Company shall deliver to Acquiror the audited consolidated balance sheets and statements of operations and comprehensive loss, cash flow and change in stockholders’ equity of the Company and its Subsidiaries as of and for the years ended December 31, 2020, together with the SEC auditor’s reports thereon (the “2020 Audited Financial Statements”); provided, that upon delivery of such 2020 Audited Financial Statements, the representation and warranties set forth in connection Section 4.8 shall be deemed to apply to the Audited Financial Statements in the same manner as the Audited Financial Statements, mutatis mutandis, with the Transactions, same force and (ii) to obtain effect as if made as of the consent date of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewiththis Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As soon as reasonably practicable following the date hereofpracticable, the Company shall deliver to Acquiror and PubCo (i) an the audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in retained earnings unitholders’ equity and cash flows of the Company and its Subsidiaries as of and for the years year ended June 30December 31, 2021 and June 30, 2022, together with 2020 (the auditor’s reports thereon“2020 Financial Statements”), which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Financial Statements”). (b) Upon registrant; provided that, upon delivery of the PCAOB such 2020 Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations and warranties with respect to the Audited Financial Statements set forth in Section 5.9 4.8 shall be deemed to apply to such Audited the 2020 Financial Statements Statements, mutatis mutandis mutandis, with the same force and effect as if the financial statements delivered in accordance with Section 8.3 were delivered prior to made as of the date of this Agreement. (cb) Each If the Proxy Statement/Registration Statement has not been mailed to Acquiror Shareholders on or prior to May 10, 2021 (the “Q1 Staleness Deadline”), the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and retained earnings, comprehensive loss, unitholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the Acquiring Parties three-month period ended March 31, 2021 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and shall each use its respective reasonable best efforts with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to (i) assist the othera registrant; provided that, upon advance written noticedelivery of such Q1 Financial Statements, during normal business hours the representations and warranties with respect to the Financial Statements set forth in a manner such as ‎Section 4.8 shall be deemed to not unreasonably interfere apply to the Q1 Financial Statements, mutatis mutandis, with the normal operation same force and effect as if made as of the Company, any date of its Subsidiaries, PubCo, Merger Sub, New SubCo or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy/Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewiththis Agreement.

Preparation and Delivery of Additional Company Financial Statements. (a) As The Company shall act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date hereof, the Company shall deliver to Acquiror and PubCo (i) an the audited consolidated statement of financial positions balance sheets and consolidated statements of operations, comprehensive incomeloss, changes in equity redeemable convertible preferred stock and stockholders’ deficit and cash flows of the Company and its Subsidiaries as of and for the years ended June 30December 31, 2021 2020, and June 30December 31, 20222019, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “PCAOB Updated Financial Statements”). (b) Upon ; provided, that upon delivery of the PCAOB such Updated Financial Statements, such financial statements shall (i) be deemed to be included in “Audited Financial Statements” for the purposes of this Agreement and the representations representation and warranties set forth in Section 5.9 4.8 shall be deemed to apply to such Audited Financial Statements mutatis mutandis with the same force and effect as if made as of the financial date of this Agreement. (b) As soon as reasonably practicable following May 14, 2021, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements delivered of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the three-month period ended March 31, 2021 (the “Q1 Financial Statements”), which comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q1 Financial Statements, the representations and warranties set forth in accordance Section 4.8 shall be deemed to apply to the Q1 Financial Statements with Section 8.3 were delivered prior to the same force and effect as if made as of the date of this Agreement. (c) Each If the Effective Time has not occurred prior to August 12, 2021, as soon as reasonably practicable following August 12, 2021, the Company shall deliver to Acquiror the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ deficit, and cash flow of the Company and its Subsidiaries as of and for the Acquiring Parties and shall each use its respective reasonable best efforts to three-month period ended June 30, 2021 (i) assist the other“Q2 Financial Statements”), upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere which comply with the normal operation applicable accounting requirements and with the rules and regulations of the CompanySEC, any the Exchange Act and the Securities Act applicable to a registrant; provided, that upon delivery of such Q2 Financial Statements, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the Q2 Financial Statements with the same force and effect as if made as of the date of this Agreement. (d) The Company shall, as promptly as practicable, provide Acquiror with all other information concerning the Company and its management, operations and financial condition of the Company and its Subsidiaries, PubCoin each case, Merger Sub, New SubCo reasonably requested or Acquiror, in preparing in a timely manner other financial information or statements (including customary pro forma financial statements) that are required to be included by Acquiror for inclusion in the Proxy/Proxy Statement / Registration Statement and any other filings to be made by PubCo, Acquiror or the Company with the SEC in connection with the Transactions, and (ii) to obtain the consent of its auditors with respect thereto as may be required by applicable Law or requested by the SEC in connection therewithStatement.