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

Preparation and Delivery of Additional Company Financial Statements. The Company shall use its reasonable best efforts to, on or before August 31, 2023: (a) deliver to SPAC a copy of the audited consolidated balance sheets of the Group Companies as of December 31, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended December 31, 2022 and 2021, together with the auditor’s reports thereon, audited in accordance with the standards of the PCAOB and which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, and be materially consistent with the Audited Financial Statements; (b) deliver to SPAC any unaudited consolidated balance sheet of the Group Companies and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions; (c) deliver to SPAC a copy of the audited consolidated balance sheets of Mediagene and its Subsidiaries as of February 28, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended February 28, 2022 and 2021, together with the auditor’s reports thereon, which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act, and be materially consistent with the Mediagene Financial Statements; and (d) deliver to SPAC any unaudited consolidated balance sheet of Mediagene and its Subsidiaries and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of Mediagene and its Subsidiaries as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions (collectively with the financial statements in Section 6.08(a), (b) and (c), the “Additional Financial Statements”). Such Additional Financial Statements shall be audited in accordance with the standards of the PCAOB and comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon delivery of such Additional Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to such Additional Financial Statements with the same force and effect as if made as of the date of this Agreement.

Preparation and Delivery of Additional Company Financial Statements. The Company shall use its reasonable best efforts to, on or before August 31, 2023: (a) to deliver to SPAC a copy Zanite, as soon as reasonably practicable following the date of this Agreement, (i) audited carve-out balance sheet of the audited consolidated balance sheets of the Group Companies UAM Business as of December 31, 2022 2020 and 20212019, and the related audited consolidated income statements, statements of comprehensive income, of changes in shareholdersstockholders’ equity and statements of cash flows of the Group Companies UAM Business as of and for each of the twelve-month periods years ended December 31, 2022 2020 and 20212019, in each case, which have been prepared on a carve-out basis from the audited consolidated financial statements of Embraer to represent the performance and financial position of the UAM Business for each of the years ended December 31, 2020 and 2019, and as at December 31, 2020 and 2019 (together with the auditor’s reports thereonnotes, audited in accordance with the standards of the PCAOB if any, relating thereto) and which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, and be materially consistent with the Audited Financial Statements; (bii) deliver to SPAC any unaudited consolidated condensed combined carve-out balance sheet of the Group Companies UAM Business as of September 30, 2021, and consolidated related condensed combined statements of operations, statements of other comprehensive incomeloss, statements of changes in shareholders’ net parent equity and statements of cash flows of the Group Companies as of and UAM Business for the year-to-date nine month period ended as of the end of any other different fiscal quarter September 30, 2021 (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions; (c) deliver to SPAC a copy of the audited consolidated balance sheets of Mediagene and its Subsidiaries as of February 28, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended February 28, 2022 and 2021, together with the auditor’s reports thereon, which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act, and be materially consistent with the Mediagene Financial Statements; and (d) deliver to SPAC any unaudited consolidated balance sheet of Mediagene and its Subsidiaries and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of Mediagene and its Subsidiaries as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions (collectively with the financial statements in Section 6.08(a), (b) and (c)collectively, the “Additional PCAOB Financial Statements”). Such Additional The PCAOB Financial Statements shall will (i) be prepared from the books and records of Embraer and be complete and accurate, (ii) present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of the UAM Business as of the dates and for the periods indicated, the state and the financial position of the UAM Business as at the respective dates thereof and the results of operations and cash flows for the periods then ended, in each case, after giving effect to the Pre-Closing Restructuring as if it had been completed as of the dates thereof (subject to, in the case of any unaudited financial statements, normal year-end adjustments and the absence of footnotes or the inclusion of limited footnotes), (iii) be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated therein or in the notes thereto and, in the case of any unaudited financial statements, the absence of footnotes or the inclusion of limited footnotes), and (iv) solely in the case of any audited financial statements, be audited in accordance with the auditing standards of the PCAOB and comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon delivery of such Additional Financial Statements, the representations and warranties set forth in Section 4.08 shall be deemed to apply to such Additional Financial Statements with the same force and effect as if made as of the date of this Agreementcarve-out financial statements.

Preparation and Delivery of Additional Company Financial Statements. The As promptly as reasonably practicable following the date hereof, the Company shall use its reasonable best efforts to, on or before August 31, 2023: (a) to deliver to SPAC a copy of Acquiror (i) the audited consolidated balance sheets of the Group Companies Company and its Subsidiaries as of December 31, 2022 2020 and 2021December 31, 2019 and the related audited consolidated statements of income and comprehensive income, of changes in shareholdersstockholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended December 31years then ended, 2022 and 2021, together with the auditor’s reports thereon, which have been audited in accordance with the standards of the PCAOB and which shall comply with IFRS and the rules and regulations of the SEC(collectively, the Exchange Act and the Securities Act applicable to a registrant, and be materially consistent with the Audited “PCAOB Financial Statements; ”) and (bii) deliver to SPAC any other audited or unaudited consolidated balance sheet of sheets and the Group Companies and related unaudited or audited consolidated statements of income and comprehensive income, of changes in shareholdersstockholders’ equity and of cash flows of the Group Companies as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions; (c) deliver to SPAC a copy of the audited consolidated balance sheets of Mediagene and its Subsidiaries as of February 28, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended February 28, 2022 and 2021, together with the auditor’s reports thereon, which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act, and be materially consistent with the Mediagene Financial Statements; and (d) deliver to SPAC any unaudited consolidated balance sheet of Mediagene and its Subsidiaries and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of Mediagene and its Subsidiaries as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, applicable that is required to be included in the Proxy Statement or Proxy Statement/Prospectus Registration Statement once the audited financial statements for the fiscal year ended December 31, 2020 become stale for purposes of Regulation S-X of the Securities Act and in any other filings to be made by the Company or SPAC Acquiror with the SEC in connection with the Transactions (collectively together with the financial statements in Section 6.08(a), (b) and (c)PCAOB Financial Statements, the “Additional Financial Statements”); provided, that upon delivery of such PCAOB Financial Statements, such PCAOB Financial Statements shall be deemed “Audited Financial Statements” for the purposes of the representation and warranties set forth in Section 4.08. Such All such Additional Financial Statements shall (i) will fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at the date thereof, and the results of its operations, stockholder’s equity and cash flows for the respective periods then ended (subject, in the case of any unaudited or interim financial statements, to normal year-end audit adjustments and the absence of footnotes), (ii) will be prepared in conformity with GAAP, (iii) in the case of any audited financial statements, will be audited in accordance with the standards of the PCAOB and (iv) will comply in all material respects with IFRS the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). The Company shall use reasonable best efforts to a registrant. Upon delivery deliver Additional Financial Statements for any required interim period as promptly as reasonably practicable after completion of such interim period. The auditor engaged to audit the PCAOB Financial Statements and any Additional Financial Statements, as applicable, and to review the representations and warranties set forth in Section 4.08 shall be deemed unaudited financial statements is an independent registered public accounting firm with respect to apply to such Additional Financial Statements with the same force and effect as if made as Company within the meaning of the date of this AgreementExchange Act and the rules and regulations promulgated thereunder adopted by the SEC and the PCAOB.

Preparation and Delivery of Additional Company Financial Statements. The As promptly as reasonably practicable following the date hereof, the Company shall use its reasonable best efforts to, on or before August 31, 2023: (a) deliver to SPAC a copy of the (i) audited consolidated balance sheets of the Group Companies as of December 31, 2022 and 2021, and the related audited consolidated statements of operations and comprehensive incomeloss, of cash flows and changes in shareholders’ equity and of cash flows of the Group Companies as of and for the twelve-month periods years ended December 31, 2022 and 20212021 and consolidated statements of operations and comprehensive loss, together with cash flows and changes in shareholders’ equity of the auditor’s reports thereonGroup for each of the periods then ended, audited in accordance with the standards of the PCAOB and which shall comply with IFRS and the rules and regulations containing an unqualified report of the SEC, Company’s auditors (the Exchange Act and the Securities Act applicable to a registrant, and be materially consistent with the “Closing Company Audited Financial Statements; ”) and (bii) deliver to SPAC any an unaudited consolidated balance sheet of the Group Companies and consolidated statements of operations and comprehensive incomeloss, of cash flows and changes in shareholders’ equity and of cash flows of the Group Companies as of and for the a year-to-date period ended as of the end of any other a different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Registration Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions; (c) deliver to SPAC a copy of the audited consolidated balance sheets of Mediagene and its Subsidiaries as of February 28, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended February 28, 2022 and 2021, together with the auditor’s reports thereon, which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act, and be materially consistent with the Mediagene Financial Statements; and (d) deliver to SPAC any unaudited consolidated balance sheet of Mediagene and its Subsidiaries and consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of Mediagene and its Subsidiaries as of and for the year-to-date period ended as of the end of any other different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the SEC in connection with the Transactions (collectively and the FST Restructuring. All such financial statements, together with any unaudited consolidated balance sheets and 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 be included in the Registration Statement, Proxy Statement/Prospectus and any other filings to be made by the Company or SPAC with the financial statements SEC in Section 6.08(aconnection with the Transactions and the FST 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), (bB) 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)C) will, in the “Additional case of the Closing Company Audited Financial Statements”). Such Additional Financial Statements shall be , have been audited in accordance with the standards of the PCAOB PCAOB. The auditor engaged to audit the Closing Company Audited Financial Statements and comply to review the unaudited financial statements is an independent registered public accounting firm with IFRS and respect to the rules and regulations Company within the meaning of the SEC, the Exchange Act and the Securities Act applicable to a registrant. Upon delivery of such Additional Financial Statements, rules and regulations thereunder adopted by the representations SEC and warranties set forth in Section 4.08 shall be deemed to apply to such Additional Financial Statements with the same force and effect as if made as of the date of this AgreementPCAOB.

Preparation and Delivery of Additional Company Financial Statements. The As promptly as reasonably practicable following the date hereof, the Company shall use its reasonable best efforts to, on or before August 31, 2023: (a) deliver to SPAC a copy of the (i) audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of the Group Companies Company and its Subsidiaries as of December 31, 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods years ended December 31, 2022 2020, 2019 and 20212018 and consolidated statements of operations and comprehensive loss, together with cash flows and changes in stockholders’ equity of the auditor’s reports thereonCompany and its Subsidiaries for each of the periods then ended, audited in accordance with the standards of the PCAOB and which shall comply with IFRS and the rules and regulations containing an unqualified report of the SEC, Company’s auditors (the Exchange Act and the Securities Act applicable to a registrant, and be materially consistent with the “Closing Company Audited Financial Statements; ”) and (bii) deliver to SPAC any an unaudited consolidated balance sheet of the Group Companies Company and its Subsidiaries and consolidated statements of operations and comprehensive incomeloss, of cash flows and changes in shareholdersstockholders’ equity and of cash flows of the Group Companies Company and its Subsidiaries as of and for the a year-to-date period ended as of the end of any other a different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or 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; (c) deliver to SPAC a copy of the audited consolidated balance sheets of Mediagene and its Subsidiaries as of February 28, 2022 and 2021, transactions contemplated by this Agreement and the related audited consolidated statements of comprehensive income, of changes in shareholders’ equity and of cash flows of the Group Companies for the twelve-month periods ended February 28, 2022 and 2021other Transaction Agreements. All such financial statements, together with the auditor’s reports thereon, which shall comply with IFRS and the rules and regulations of the SEC, the Exchange Act and the Securities Act, and be materially consistent with the Mediagene Financial Statements; and (d) deliver to SPAC any unaudited consolidated balance sheet of Mediagene and its Subsidiaries and consolidated the related statements of operations and comprehensive incomeloss, of cash flows and changes in shareholdersstockholders’ equity and of cash flows of Mediagene the Company and its Subsidiaries as of and for the a year-to-date period ended as of the end of any other a different fiscal quarter (and as of and for the same period from the previous fiscal year), six-month period (and as of and for the same period from the previous fiscal year) or fiscal year, as applicable, that is required to be included in the Proxy Statement or 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 transactions contemplated by this Agreement and the other Transaction Agreements, (collectively A) will be prepared in accordance with GAAP applied on a consistent basis throughout the financial statements periods indicated (except as may be indicated in Section 6.08(athe notes thereto), (bB) 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 period indicated therein, except as otherwise specifically noted therein, and (c)C) will, in the “Additional case of the Closing Company Audited Financial Statements”). Such Additional Financial Statements shall be , have been audited in accordance with the standards of the PCAOB PCAOB. The auditor engaged to audit the Closing Company Audited Financial Statements and comply to review the unaudited financial statements is an independent registered public accounting firm with IFRS and respect to the rules and regulations Company within the meaning of the SEC, the Exchange Act and the Securities Act applicable rules and regulations thereunder adopted by the SEC and the PCAOB. SPAC shall use reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a registrant. Upon delivery manner such as to not unreasonably interfere with the normal operation of such Additional Financial StatementsSPAC, the representations Company in its timely preparation of any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement, Proxy Statement/Prospectus and warranties set forth in Section 4.08 shall any other filings to be deemed to apply to such Additional Financial Statements made by the Company or SPAC with the same force SEC in connection with the transactions contemplated by this Agreement and effect the other Transaction Agreements and (ii) to obtain the consents of its auditors in accordance with applicable Law or as if made as of requested by the date of this AgreementSEC.