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

Preparation and Delivery of Additional Company Financial Statements. As promptly as reasonably practicable following the date hereof, the Company shall deliver to SPAC (i) audited combined and consolidated balance sheets and the related combined and consolidated statements of operations and comprehensive loss, changes in deficit and cash flows of the Group as of and for the years ended December 31, 2023 and 2022 and combined and consolidated balance sheets and the related combined and consolidated statements of operations and comprehensive loss, changes in deficit and cash flows of the Group for each of the periods then ended, audited in accordance with the standards of the PCAOB, in conformity with accounting principles generally accepted in the United States of America, and containing an unqualified report of the Company’s auditors (the “Closing Company Audited Financial Statements”) and (ii) an unaudited condensed consolidated balance sheets and the related condensed consolidated statements of operations and comprehensive loss, changes in deficit and cash flows 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 (the “Interim Financial Statements,” together with the Closing Company Audited Financial Statements, the “Financial Statements”) 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 condensed consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, changes in deficit and cash flows 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 SEC in connection with the Transactions, (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 promptly as reasonably practicable following the date hereof, the Company shall deliver to SPAC (i) audited combined and consolidated balance sheets and the related combined and consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows shareholders’ equity of the Group as of and for the years ended December 31, 2023 and 2022 and combined and consolidated balance sheets and the related combined 2021 and consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows shareholders’ equity of the Group for each of the periods then ended, audited in accordance with the standards of the PCAOB, in conformity with accounting principles generally accepted in the United States of America, PCAOB and containing an unqualified report of the Company’s auditors (the “Closing Company Audited Financial Statements”) and (ii) an unaudited condensed consolidated balance sheets sheet of the Group and the related condensed consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows 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 (the “Interim Financial Statements,” together with the Closing Company Audited Financial Statements, the “Financial Statements”) 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 condensed consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, changes in deficit and cash flows 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 SEC in connection with the TransactionsTransactions and the TCO 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 SEC in connection with 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. As promptly as reasonably practicable following the date hereof, the Company shall deliver to SPAC (i) audited combined and consolidated balance sheets and the related combined and consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows stockholders’ equity of the Group Company and its Subsidiaries as of and for the years ended December 31, 2023 2020, 2019 and 2022 and combined and consolidated balance sheets and the related combined 2018 and consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows stockholders’ equity of the Group Company and its Subsidiaries for each of the periods then ended, audited in accordance with the standards of the PCAOB, in conformity with accounting principles generally accepted in the United States of America, PCAOB and containing an unqualified report of the Company’s auditors (the “Closing Company Audited Financial Statements”) and (ii) an unaudited condensed consolidated balance sheets sheet of the Company and the related condensed its Subsidiaries and consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows stockholders’ equity of the Group as of Company 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 (the “Interim Financial Statements,” together with the Closing Company Audited Financial Statements, the “Financial Statements”) 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 condensed consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, changes in deficit and cash flows of the Group its Subsidiaries 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 SEC in connection with the Transactionstransactions contemplated by this Agreement and the other Transaction Agreements. All such financial statements, together with any unaudited consolidated balance sheet and the related statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries 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 SEC in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, (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 Company and its Subsidiaries 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. SPAC shall use reasonable best efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of SPAC, the 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 any other filings to be made by the Company or SPAC with the SEC in connection with the transactions contemplated by this Agreement and the other Transaction Agreements and (ii) to obtain the consents of its auditors in accordance with applicable Law or as requested by the SEC.

Preparation and Delivery of Additional Company Financial Statements. As promptly as reasonably practicable following the date hereof, the Company shall deliver to SPAC (i) audited combined and consolidated balance sheets and the related combined and consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows shareholders’ equity of the Group as of and for the years ended December 31, 2023 and 2022 and combined and consolidated balance sheets and the related combined 2021 and consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows shareholders’ equity of the Group for each of the periods then ended, audited in accordance with the standards of the PCAOB, in conformity with accounting principles generally accepted in the United States of America, PCAOB and containing an unqualified report of the Company’s auditors (the “Closing Company Audited Financial Statements”) and (ii) an unaudited condensed consolidated balance sheets sheet of the Group and the related condensed consolidated statements of operations and comprehensive loss, cash flows and changes in deficit and cash flows 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 (the “Interim Financial Statements,” together with the Closing Company Audited Financial Statements, the “Financial Statements”) 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 condensed consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, changes in deficit and cash flows 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 SEC in connection with the TransactionsTransactions 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 SEC in connection 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), (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. As promptly as reasonably practicable following the date hereof, the The Company shall use its reasonable best efforts to, on or before August 31, 2023: (a) deliver to SPAC (i) a copy of the audited combined and consolidated balance sheets of the Group Companies as of December 31, 2022 and 2021, and the related combined and audited consolidated statements of operations and comprehensive lossincome, of changes in deficit shareholders’ equity and of cash flows of the Group as of and Companies for the years twelve-month periods ended December 31, 2023 and 2022 and combined and consolidated balance sheets and 2021, together with the related combined and consolidated statements of operations and comprehensive loss, changes in deficit and cash flows of the Group for each of the periods then endedauditor’s reports thereon, audited in accordance with the standards of the PCAOBPCAOB and which shall comply with IFRS and the rules and regulations of the SEC, in conformity with accounting principles generally accepted in the United States of AmericaExchange Act and the Securities Act applicable to a registrant, and containing an unqualified report of be materially consistent with the Company’s auditors (the “Closing Company Audited Financial Statements”; (b) and (ii) an deliver to SPAC any unaudited condensed consolidated balance sheets sheet of the Group Companies and the related condensed consolidated statements of operations and comprehensive lossincome, of changes in deficit shareholders’ equity and of cash flows of the Group Companies as of and for a the year-to-date period ended as of the end of a 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 Registration Statement, Proxy Statement/Prospectus (the “Interim Financial Statements,” together with the Closing Company Audited Financial Statements, the “Financial Statements”) and any other filings to be made by the Company Statement or SPAC with the SEC in connection with the Transactions. All such Financial Statements, together with any unaudited condensed consolidated balance sheets and the related consolidated statements of operations and comprehensive loss, changes in deficit and cash flows 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 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, (A) will be prepared 2022 and 2021, and the related audited consolidated statements of comprehensive income, of changes 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 shareholders’ equity and of operations and 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 date thereof end of any other different fiscal quarter (and as of and for the same period indicated thereinfrom the previous fiscal year), except six-month period (and as otherwise specifically noted thereinof 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) willc), in the case of the Closing Company Audited “Additional Financial Statements, have been ”). Such Additional Financial Statements shall be audited in accordance with the standards of the PCAOB. The auditor engaged to audit PCAOB and comply with IFRS and the Closing Company Audited Financial Statements rules and to review regulations of the unaudited financial statements is an independent registered public accounting firm with respect to the Company within the meaning of SEC, the Exchange Act and the Securities Act applicable rules to a registrant. Upon delivery of such Additional Financial Statements, the representations and regulations thereunder adopted by warranties set forth in Section 4.08 shall be deemed to apply to such Additional Financial Statements with the SEC same force and effect as if made as of the PCAOBdate of this Agreement.