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

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date of this Agreement, audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiary as of and for the year ended December 31, 2022, 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 (collectively, the “2022 Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as soon as reasonably practicable following the date of this Agreement, (i) 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 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) The Company shall use its reasonable best efforts to 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/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 this Section 6.3 in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, as soon As promptly as reasonably practicable following the date hereof, the Company shall deliver to SPAC (a) audited financial statements for the years ended December 31, 2021 and December 31, 2020 consisting of this Agreement, audited consolidated balance sheets as of December 31, 2021 and 2020 and statements of operations, comprehensive loss, stockholderscash 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 (the “Closing Company Audited Financial Statements”) and (b) an unaudited consolidated balance sheet of the Company and its Subsidiaries and consolidated 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. 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 Subsidiary Subsidiaries as of the date thereof and for the year ended December 31period indicated therein, 2022except as otherwise specifically noted therein, together and (iii) will, in the case of the Closing Company Audited Financial Statements, have been audited in accordance with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations standards of the SEC, 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 Company within the meaning of the Exchange Act and the Securities Act applicable to a registrant (collectively, the “2022 Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as soon as reasonably practicable following the date of this Agreement, (i) 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 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 thereunder adopted by the SEC, the Exchange Act SEC 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 AgreementPCAOB. (c) The Company shall use its reasonable best efforts to 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/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 this Section 6.3 in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, as As soon as reasonably practicable following the date of this Agreementhereof, but in any event no later than May 15, 2023, the Company shall deliver to Acquiror audited consolidated balance sheets as of December 31, 2022 and December 31, 2021, and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiary Subsidiaries as of and for the year years ended December 31, 20222022 and 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 U.S. registrant, including the standards established by the Public Company Accounting Oversight Board (collectively, the “2022 PCAOB Financial Statements”); provided, provided that upon delivery of such 2022 PCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the representations purposes of this Agreement and the representation and warranties set forth in Section 4.6 4.11 shall be deemed to apply to the 2022 such Audited 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 Acquiror, as As soon as reasonably practicable following the date of this Agreementhereof, (i) but in any event no later than June 30, 2023, the Company shall deliver to Acquiror an unaudited condensed consolidated balance sheets sheet as of March 31, 2023 and statements of operations and operations, comprehensive loss, stockholders’ deficit, equity and cash flow flows of the Company and its Subsidiary Subsidiaries as of and for the three-three- (3) month period periods ended March 31, 2023 (and March 31, 2022, such quarterly financial statements to be subject to a limited review by the “Q1 2023 Financial Statements”) Company’s auditors 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 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 registrantU.S. registrant including the standards established by the Public Company Accounting Oversight Board (the “Q1 Unaudited Financial Statements”); provided, provided that upon delivery of such Q1 2023 Financial Statements and the Q2 2023 Unaudited Financial Statements, the representations representation and warranties set forth in Section 4.6 4.11 shall be deemed to apply to the such Q1 2023 Financial Statements and the Q2 2023 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 “Q2 Unaudited Financial Statements”); provided that upon delivery of such Q2 Unaudited Financial Statements, the representation and warranties set forth in Section 4.11 shall be deemed to apply to such Q2 Unaudited Financial Statements with the same force and effect as if made as of the date of this Agreement. (d) The Company shall use its reasonable best efforts to 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/Prospectus)) that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as interpreted by the staff of the SEC) and shall cooperate with Acquiror to prepare such pro forma financial statements. (de) 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 this Section 6.3 Company Financial Statements in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, as 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 this Agreement, the audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiary 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 year years ended December 31, 20222020 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 applicable for financial statements required to a registrant be included in the Registration Statement (collectivelythe “PCAOB Audited Financial Statements”, together with the FY 2021 Financial Statements, if required to be delivered pursuant to this Section 6.03, the “2022 Audited Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as As soon as reasonably practicable following the date of this Agreementhereof, (i) the Company shall deliver to Parent the unaudited condensed consolidated balance sheets and statements of operations and operations, comprehensive loss, stockholders’ deficitequity, and cash flow flows 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 Subsidiaries as of and for the six-month period ended ending June 30, 2023 2021 (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 4.08 shall be deemed to apply to the Q1 2023 Q2 Financial Statements and in the same manner as the Interim Financial Statements. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, any Events set forth in the Q2 2023 Financial Statements with the same force and effect as if made as of the date of this Agreementshall be taken in account when determining whether there has or is reasonably expected to have a Company Material Adverse Effect. (c) The Company shall use its reasonable best efforts If the Proxy Statement/Registration Statement has not been declared effective by the SEC prior to deliver to AcquirorNovember 12, 2021, as soon as reasonably practicable following thereafter, the date hereofCompany shall deliver to Parent the unaudited consolidated balance sheets and statements of operations, 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 comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the nine-month period ending September 30, 2021 (the “Q3 Financial Statements” and together with the SEC (including, if applicableQ2 Financial Statements, the Proxy Statement/Prospectus“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 Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to the Q3 Financial Statements in the same manner as the Interim Financial Statements. (d) The If the Proxy Statement/Registration Statement has not been declared effective by the SEC prior to February 14, 2022, as soon as reasonably practicable thereafter, the Company shall use its reasonable best efforts deliver to cause its independent auditors to provide any necessary consents to Parent the inclusion audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the financial statements Company and its Subsidiaries as of and for the twelve-month period ending December 31, 2021, in each 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 4.6 and this Section 6.3 4.08 shall be deemed to apply to the FY 2021 Financial Statements in Acquiror’s filings with the SEC in accordance with same manner as the applicable requirements of federal securities LawsAudited Financial Statements.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, as As soon as reasonably practicable following the date of this Agreement, the Company shall deliver to Acquiror (i) the audited consolidated balance sheets sheet and statements of operations, comprehensive loss, stockholders’ equity and cash flows and stockholders' equity of the Company and its Subsidiary Subsidiaries as of and for the year years ended December 31, 20222019 and December 31, together 2020, each audited in accordance with PCAOB standards (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 (collectively, the “2022 "PCAOB Uplift Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations ") and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as soon as reasonably practicable following the date of this Agreement, (iii) the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholders’ ' deficit, and cash flow of the Company and its Subsidiary Subsidiaries as of and for the three-three- month period ended March 31, 2023 2021, reviewed in accordance with PCAOB standards (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; registrant; provided, that upon delivery of such Q1 2023 PCAOB Uplift Financial Statements or Q1 Financial Statements, as applicable, the representations and warranties set forth in Section 4.8 shall be deemed to apply to the PCAOB Uplift Financial Statements or Q1 Financial Statements, as applicable, with the same force and effect as if made as of the 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 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 2023 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 4.6 4.8 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) The Company shall use its reasonable best efforts to 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/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 this Section 6.3 in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company Parties shall use reasonable best efforts act in good faith to deliver to Acquiror, as soon as reasonably practicable following the date of this Agreementhereof, audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiary as of and for the year ended December 31, 2022, 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 (collectively, the “2022 Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as soon as reasonably practicable following the date of this Agreement, (i) the unaudited condensed consolidated balance sheets and statements of operations and comprehensive loss, stockholdersmembers’ (deficit, ) earnings and cash flow flows of the Company Holdco and its Subsidiary Subsidiaries as of and for the three-month period year ended March December 31, 2023 2020 together with the auditor’s reports thereon (the “Q1 2023 2020 Audited Financial Statements”) and (ii) if any pro forma financial statements that are required to be included in 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”)Proxy Statement / Registration Statement, 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 2020 Audited 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) 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 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 Q2 2023 Securities Act applicable to a registrant; provided, that upon delivery of such Q1 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) The 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 use its reasonable best efforts to deliver to AcquirorAcquiror 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 soon 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 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 4.8 shall be deemed to apply to the Q2 Financial Statements in the same manner as reasonably practicable following the Q1 Financial Statements, mutatis mutandis, with the same force and effect as if made as of 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/Prospectus)of this Agreement. (d) The 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 use 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 reasonable best efforts to cause its independent auditors to provide any necessary consents to Subsidiaries as of and for the inclusion 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 financial statements representation and warranties set forth in Section 4.6 4.8 shall 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 Section 6.3 Agreement. (e) The Company Parties shall use their reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in Acquiror’s a manner such as to not unreasonably interfere with the normal operation of any Company Party or Company Party Subsidiary, Acquiror in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Proxy Statement / Registration Statement and any other filings to be made by Acquiror with the SEC in accordance connection with the transactions contemplated by this Agreement or any Ancillary Agreement and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable requirements of federal securities LawsLaw or requested by the SEC.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, (a) as soon as reasonably practicable following the date of this Agreement, audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiary as of and for the year ended December 31, 2022, 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 (collectively, the “2022 Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as soon as reasonably practicable following the date of this Agreementhereof, (i) the unaudited condensed audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ deficit, and cash flow equity of the Company and its Subsidiary Subsidiaries as of and for the three-month period twelve (12)-month periods ended March December 31, 2023 (2020 and December 31, 2021, together with the “Q1 2023 Financial Statements”) auditor’s reports thereon and (ii) if the Effective Time has not occurred prior to August 14, 2023, the unaudited condensed audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ deficitequity of Solaria and its Subsidiaries as of and for the twelve (12)-month periods ended December 31, 2020 and December 31, 2021, together with the auditor’s reports thereon (collectively, the financial statements referred to in the foregoing clauses (i) and (ii), the “Additional Audited Financial Statements”), (b) no later than 60 days after the end of any quarterly period ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flow flows and stockholders’ equity of the Company and its Subsidiary Subsidiaries (including, following the consummation of the Required Transaction, Solaria and its Subsidiaries) as of and for the six-month period ended June 30, 2023 such quarter (the “Q2 Additional Unaudited Financial Statements”), and (c) in the event the Proxy Statement/Registration Statement is reasonably expected not to be declared effective before February 14, 2023 or Acquiror and the Company determine in good faith that it is probable that the Mergers will be consummated after March 1, 2023 pursuant to Section 8.7, as soon as reasonably practicable following the date of such determination, any audited or unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Company and its Subsidiaries (including, following the consummation of the Required Transaction, Solaria and its Subsidiaries) required to be included in such filings as of the date such filings are expected to be made (the “Additional Required Financial Statements”, and together with the Additional Audited Financial Statements and Additional Unaudited Financial Statements, the “Additional Financial Statements”), in each case, 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 Q1 2023 Financial Statements and the Q2 2023 Additional Financial Statements, the representations and warranties set forth in Section 4.6 4.8 shall be deemed to apply to the Q1 2023 such Additional Financial Statements and the Q2 2023 Financial Statements Statements, as applicable, with the same force and effect as if made as of the date of this Agreement. (c) The . In addition, the Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereof, any additional financial or other information provide all assistance reasonably requested by Acquiror from time to prepare time in connection with the preparation of any pro forma financial statements required under federal securities Laws to be included presented in Acquiror’s filings the Registration Statement under the applicable accounting requirements and with the SEC (including, if applicablerules and regulations of the SEC, the Proxy Statement/Prospectus)Exchange Act and the Securities Act. (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 this Section 6.3 in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, as As soon as reasonably practicable following the date Effective Date, but in no event later than September 15, 2021, the Company shall deliver to Parent true and complete copies of this Agreement, the audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiary 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 year years ended December 31, 20222020 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 applicable for financial statements required to a registrant be included in the Registration Statement (collectivelythe “PCAOB Audited Financial Statements”, together with the FY 2021 Financial Statements, if required to be delivered pursuant to this Section 6.03, the “2022 Audited Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as As soon as reasonably practicable following the date of this AgreementEffective Date, (i) the Company shall deliver to Parent the unaudited condensed consolidated balance sheets and statements of operations and operations, comprehensive loss, stockholders’ deficitequity, and cash flow flows 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 Subsidiaries as of and for the six-month period ended ending June 30, 2023 2021 (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 4.08 shall be deemed to apply to the Q1 2023 Q2 Financial Statements and in the same manner as the Interim Financial Statements. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, any Events set forth in the Q2 2023 Financial Statements with the same force and effect as if made as of the date of this Agreementshall be taken in account when determining whether there has or is reasonably expected to have a Company Material Adverse Effect. (c) The Company shall use its reasonable best efforts If the Proxy Statement/Registration Statement has not been declared effective by the SEC prior to deliver to AcquirorNovember 12, 2021, as soon as reasonably practicable following thereafter, the date hereofCompany shall deliver to Parent the unaudited consolidated balance sheets and statements of operations, 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 comprehensive loss, stockholders’ equity, and cash flows of the Company and its Subsidiaries as of and for the nine-month period ending September 30, 2021 (the “Q3 Financial Statements” and together with the SEC (including, if applicableQ2 Financial Statements, the Proxy Statement/Prospectus“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 Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to the Q3 Financial Statements in the same manner as the Interim Financial Statements. (d) The If the Proxy Statement/Registration Statement has not been declared effective by the SEC prior to February 14, 2022, as soon as reasonably practicable thereafter, the Company shall use its reasonable best efforts deliver to cause its independent auditors to provide any necessary consents to Parent the inclusion audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity, and cash flows of the financial statements Company and its Subsidiaries as of and for the twelve-month period ending December 31, 2021, in each 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 4.6 and this Section 6.3 4.08 shall be deemed to apply to the FY 2021 Financial Statements in Acquiror’s filings with the SEC in accordance with same manner as the applicable requirements of federal securities LawsAudited Financial Statements.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, Acquiror as soon promptly as reasonably practicable following after the date of this Agreement, hereof the audited consolidated balance sheets and statements of operations, comprehensive loss, stockholdersretained earnings shareholders’ equity and cash flows of the Company and its Subsidiary Subsidiaries as of and for the year years ended December 31, 20222020 and December 31, 2019, 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 and with the rules and regulations of the SEC, the Exchange Act Act, and the Securities Act applicable to a registrant 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 (collectivelyas 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 “2022 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”); provided, that upon delivery of such 2022 Financial StatementsStatements 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 4.6 4.8 shall be deemed to apply to the 2022 PCAOB Audited Financial Statements 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) The If the Proxy Statement/Registration Statement has not been mailed to Acquiror Shareholders on or 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 of this Agreement, (i) Acquiror the unaudited condensed consolidated balance sheets and statements of operations and retained earnings, comprehensive loss, stockholdersshareholders’ deficit, and cash flow of the Company and its Subsidiary Subsidiaries as of and for the three-month period ended March 31, 2023 (the “Q1 2023 Financial Statements”) three- 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 periods ended June 30, 2023 2021 (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; providedprovided that, that upon delivery of such Q1 2023 Financial Statements and the Q2 2023 Financial Statements, the representations and warranties with respect to the Financial Statements set forth in Section 4.6 4.8 shall be deemed to apply to the Q1 2023 Q2 Financial Statements and the Q2 2023 Financial Statements Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (c) The Company shall use its reasonable best efforts to 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/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 this Section 6.3 in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, (a) as soon as reasonably practicable following the date of this Agreement, audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiary as of and for the year ended December 31, 2022, 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 (collectively, the “2022 Financial Statements”); provided, that upon delivery of such 2022 Financial Statements, the representations and warranties set forth in Section 4.6 shall be deemed to apply to the 2022 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 Acquiror, as soon as reasonably practicable following the date of this AgreementOriginal Agreement Date, (i) the unaudited condensed audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ deficit, and cash flow equity of the Company and its Subsidiary Subsidiaries as of and for the three-month period twelve (12)-month periods ended March December 31, 2023 (2020 and December 31, 2021, together with the “Q1 2023 Financial Statements”) auditor’s reports thereon and (ii) if the Effective Time has not occurred prior to August 14, 2023, the unaudited condensed audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ deficitequity of Solaria and its Subsidiaries as of and for the twelve (12)-month periods ended December 31, 2020 and December 31, 2021, together with the auditor’s reports thereon (collectively, the financial statements referred to in the foregoing clauses (i) and (ii), the “Additional Audited Financial Statements”), (b) no later than 60 days after the end of any quarterly period ending at least 45 days prior to the Closing Date, the unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flow flows and stockholders’ equity of the Company and its Subsidiary Subsidiaries (including, following the consummation of the Required Transaction, Solaria and its Subsidiaries) as of and for the six-month period ended June 30, 2023 such quarter (the “Q2 Additional Unaudited Financial Statements”), and (c) in the event the Proxy Statement/Registration Statement is reasonably expected not to be declared effective before February 14, 2023 or Acquiror and the Company determine in good faith that it is probable that the Mergers will be consummated after March 1, 2023 pursuant to Section 8.7, as soon as reasonably practicable following the date of such determination, any audited or unaudited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Company and its Subsidiaries (including, following the consummation of the Required Transaction, Solaria and its Subsidiaries) required to be included in such filings as of the date such filings are expected to be made (the “Additional Required Financial Statements”, and together with the Additional Audited Financial Statements and Additional Unaudited Financial Statements, the “Additional Financial Statements”), in each case, 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 Q1 2023 Financial Statements and the Q2 2023 Additional Financial Statements, the representations and warranties set forth in Section 4.6 4.8 shall be deemed to apply to the Q1 2023 such Additional Financial Statements and the Q2 2023 Financial Statements Statements, as applicable, with the same force and effect as if made as of the date of this Agreement. (c) The Original Agreement Date. In addition, the Company shall use its reasonable best efforts to deliver to Acquiror, as soon as reasonably practicable following the date hereof, any additional financial or other information provide all assistance reasonably requested by Acquiror from time to prepare time in connection with the preparation of any pro forma financial statements required under federal securities Laws to be included presented in Acquiror’s filings the Registration Statement under the applicable accounting requirements and with the SEC (including, if applicablerules and regulations of the SEC, the Proxy Statement/Prospectus)Exchange Act and the Securities Act. (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 this Section 6.3 in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.

Preparation and Delivery of Additional Company Financial Statements. (a) The Company shall use reasonable best efforts to deliver to Acquiror, as 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 Subsidiary Subsidiaries as of and for the year years ended December 31, 20222019 and December 31, 2018, 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 (collectively, the “2022 PCAOB Financial Statements”); provided, that upon delivery of such 2022 PCAOB Financial Statements, such financial statements shall be deemed “Audited Financial Statements” for the representations purposes of this Agreement and the representation and warranties set forth in Section 4.6 4.8 shall be deemed to apply to the 2022 such Audited 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 Acquiror, as As soon as reasonably practicable following the date of this Agreement, (i) the unaudited condensed Company shall deliver to Acquiror audited consolidated balance sheets and statements of operations and operations, comprehensive loss, stockholders’ deficit, equity and cash flow flows of the Company and its Subsidiary 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”); provided, that upon delivery of such 2020 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. (c) 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 three-month period ended ending March 31, 2023 2021 (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 4.8 shall be deemed to apply to the Q1 2023 Financial Statements and the Q2 2023 Financial Statements Statements, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement. (c) The Company shall use its reasonable best efforts to 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/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 this Section 6.3 in Acquiror’s filings with the SEC in accordance with the applicable requirements of federal securities Laws.