Common use of SEC Financial Statements Clause in Contracts

SEC Financial Statements. The following financial information shall be delivered to Buyer in a timely manner: (a) Seller shall deliver to Buyer no later than November 4, 2005: (i) management’s discussion and analysis of financial condition and results of operations with respect to the Financial Statements and (ii) the unaudited balance sheet of the Business as of July 30, 2005 and the related unaudited statements of income, intercompany investment and cash flows for the six-month period then ended, and for the corresponding period of the preceding fiscal year, together with management’s discussion and analysis of financial condition and results of operations for the respective periods covered thereby. The financial statements delivered pursuant to clause (ii) above shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (b) Seller shall deliver to Buyer no later than December 15, 2005 the unaudited balance sheet of the Business as of October 29, 2005 and the related unaudited statements of income, intercompany investment and cash flows for the nine-month period then ended, and for the corresponding period of the preceding fiscal year, together with management’s discussion and analysis of financial condition and results of operations for the respective periods covered thereby (the financial statements, reports and other information described in this Section 6.16(b) and Section 6.16(a), the “Required Financial Information”). The financial statements delivered pursuant to this paragraph (b) shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (c) Provided that Buyer provides Seller and its representatives with reasonable access to the personnel, properties, books and records of the Companies and the Transferring Subsidiaries, Seller shall deliver to Buyer no later than April 29, 2006 (i) the audited balance sheets of the Business as of January 28, 2006 and the related audited statements of income, intercompany investment and cash flows for the fiscal year ended January 28, 2006, together with management’s discussion and analysis of financial condition and results of operations for the periods covered thereby and (ii) the unqualified report of PWC on such financial statements. Buyer and its Affiliates (including the Companies and the Transferring Subsidiaries following the Effective Time) shall provide Seller with all assistance requested by Seller that is necessary or desirable for Seller to satisfy its obligations under to this Section 6.16(c). Buyer shall reimburse Seller for 50% of the reasonable out-of-pocket costs and expenses paid by Seller to PWC in connection with the financial statements and related matters contemplated by this Section 6.16(c) to the extent such costs and expenses are in addition to those otherwise incurred by Seller in connection with the preparation of its audited consolidated financial statements for its 2005 fiscal year. The financial statements delivered pursuant to this Section 6.16(c) shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (d) Seller shall use its reasonable best efforts to obtain PWC’s consent to include the Financial Statements and the financial statements described in Section 6.16(c)(i) in Buyer’s filings with the SEC and any offering memorandum related to the Financing. Each of Buyer and Seller shall bear 50% of the reasonable out-of-pocket costs and expenses paid to PWC in connection with obtaining such consents.

SEC Financial Statements. The following financial information shall be delivered to Buyer in a timely manner: (a) Seller In the event that pursuant to Section 7.1(a)(ii), it is determined that New PubCo and SPAC shall deliver not submit the Registration Statement and the Proxy Statement confidentially with the SEC prior to Buyer no later than November 4filing the Registration Statement and the Proxy Statement with the SEC, 2005: the Company shall furnish to SPAC for inclusion in the Proxy Statement and the Registration Statement as soon as reasonably practicable and in any event prior to December 31, 2021, (iA) managementaudited consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of income (loss), changes in shareholders’ equity and cash flows of the Company for the fiscal years then ended, audited in accordance with applicable PCAOB auditing standards (collectively, the “PCAOB Audited 2020 and 2019 Financial Statements”), together with their respective auditor’s discussion reports thereon and analysis of consent to use such financial condition statements and results of operations with respect to the Financial Statements and reports; (iiB) the unaudited consolidated balance sheet sheets of the Business Company as of July June 30, 2005 2021, and the related unaudited statements of incomeincome (loss), intercompany investment changes in shareholders’ equity and cash flows of the Company for the six-month period then ended, and for reviewed in accordance with PCAOB Accounting Standard 4105 (collectively, the corresponding period of the preceding fiscal year“PCAOB Unaudited Interim Financial Statements”), together with managementthe auditor’s discussion limited review report thereon and analysis consent to use such financial statements and report; and (C) unless the SEC provides a final and written waiver of the requirement for its presentation, the audited consolidated balance sheets of LinkApi Tecnologia S.A. (“LinkAPI”) as of the dates required by Rule 3-05 of Regulation S-X (as interpreted by the SEC), and the related consolidated statements of income (loss), changes in shareholders’ equity and cash flows of LinkAPI for the required periods then ended, audited in accordance with applicable auditing standards required by the SEC for their inclusion in the Registration Statement and the Proxy Statement (collectively, the “LinkAPI Historical Financial Statements”), together with their respective auditor’s reports thereon and consent to use such financial condition statements and reports. Notwithstanding anything herein to the contrary, the Company’s obligations contained in this Section 7.22(a) shall not be deemed to have been breached by the Company’s failure to deliver such financial statements prior to December 31, 2021, and the Company shall instead be required to comply with Section 7.22(b) below. (b) In the event that pursuant to Section 7.1(a)(ii), it is determined that New PubCo and SPAC shall submit the Registration Statement and the Proxy Statement confidentially with the SEC prior to filing the Registration Statement and the Proxy Statement with the SEC, the Company shall furnish to SPAC for inclusion in the Proxy Statement and the Registration Statement as soon as reasonably practicable and in any event prior to Xxxxx 00, 0000, (X) the PCAOB Audited 2020 and 2019 Financial Statements, together with their respective auditor’s reports thereon and consent to use such financial statements and reports; and (B) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2021, and the related consolidated statements of income (loss), changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries for the fiscal year then ended, audited in accordance with applicable PCAOB auditing standards (the “PCAOB Audited 2021 Financial Statements”), together with their respective auditor’s reports thereon and consent to use such financial statements and reports. (c) Upon delivery of the SEC Financial Statements, the Company shall be deemed to represent that the SEC Financial Statements (w) present fairly, in all material respects, the financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods covered thereby. The financial statements delivered pursuant then ended (subject, in the case of the SEC Unaudited Interim Financial Statements, to clause normal recurring year-end adjustments (ii) above shall the effect of which would not, individually or in the aggregate, reasonably be in a form that, at the time of delivery, Seller reasonably believes expected to have been a Company Material Adverse Effect) and the absence of footnotes); (x) were prepared in accordance conformity with GAAP International Financial Reporting Standards applied on a consistent basis during the periods involved (except as required by Regulation S-X. may be indicated in the notes thereto); (by) Seller shall deliver to Buyer no later than December 15, 2005 were prepared from the unaudited balance sheet of the Business as of October 29, 2005 and the related unaudited statements of income, intercompany investment and cash flows for the nine-month period then ended, and for the corresponding period of the preceding fiscal year, together with management’s discussion and analysis of financial condition and results of operations for the respective periods covered thereby (the financial statements, reports and other information described in this Section 6.16(b) and Section 6.16(a), the “Required Financial Information”). The financial statements delivered pursuant to this paragraph (b) shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (c) Provided that Buyer provides Seller and its representatives with reasonable access to the personnel, properties, books and records of the Companies Group Companies; and (z) comply in all material respects with the applicable auditing and accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Transferring SubsidiariesSecurities Act for inclusion in the Proxy Statement and the Registration Statement. Unless the SEC provides a final and written waiver, Seller shall deliver prior to Buyer no later than April 29December 31, 2006 (i) 2021, the audited balance sheets requirement for its presentation, upon delivery of the Business LinkAPI Historical Financial Statements, the Company shall be deemed to represent that the LinkAPI Historical Financial Statements (w) present fairly, in all material respects, the financial position of LinkAPI and its subsidiaries on a consolidated basis, as of January 28at the respective dates thereof, 2006 and the related audited statements results of income, intercompany investment its operations and its cash flows for the fiscal year ended January 28, 2006, together respective periods then ended; (x) be prepared in conformity with management’s discussion and analysis of financial condition and results of operations for Brazilian GAAP applied on a consistent basis during the periods covered thereby involved (except as may be indicated in the notes thereto); (y) be prepared from the books and records of LinkAPI and its subsidiaries; and (iiz) comply in all material respects with the unqualified report applicable auditing and accounting requirements and with the rules and regulations of PWC on such the SEC, the Exchange Act and the Securities Act for inclusion in the Proxy Statement and the Registration Statement. (d) The Company, SPAC and New PubCo shall each use its reasonable efforts to assist the other in preparing in a timely manner any other financial information or statements (including customary pro forma financial statements. Buyer ) that are required to be included in the Registration Statement or Proxy Statement and its Affiliates (including any other filings or confidential submissions to be made by SPAC or New PubCo with the Companies and the Transferring Subsidiaries following the Effective Time) shall provide Seller with all assistance requested by Seller that is necessary or desirable for Seller to satisfy its obligations under to this Section 6.16(c). Buyer shall reimburse Seller for 50% of the reasonable out-of-pocket costs and expenses paid by Seller to PWC SEC in connection with the financial statements and related matters contemplated by this Section 6.16(c) to the extent such costs and expenses are in addition to those otherwise incurred by Seller in connection with the preparation of its audited consolidated financial statements for its 2005 fiscal year. The financial statements delivered pursuant to this Section 6.16(c) shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (d) Seller shall use its reasonable best efforts to obtain PWC’s consent to include the Financial Statements and the financial statements described in Section 6.16(c)(i) in Buyer’s filings with the SEC and any offering memorandum related to the Financing. Each of Buyer and Seller shall bear 50% of the reasonable out-of-pocket costs and expenses paid to PWC in connection with obtaining such consentsTransactions.

SEC Financial Statements. The following financial information shall be delivered to Buyer in a timely manner: (a) Seller The Company has delivered, or shall deliver to Buyer Parent as promptly as reasonably practicable (but in any event no later than November 4August 2, 2005: 2024) following the date of this Agreement, (i) managementthe audited consolidated balance sheets and the related audited consolidated statements of operations, comprehensive income, stockholder’s discussion equity and analysis cash flows of financial condition the Company and results related notes thereto as of operations with respect to and for the Financial Statements years ended December 31, 2023 and 2022, (ii) an unmodified opinion of independent public accountants (such balance sheet, statement of operations, comprehensive income, stockholder’s equity and cash flows, and opinion collectively, the “SEC Audited Financial Statements”), and (iii) the reviewed consolidated unaudited balance sheet of the Business as of July 30, 2005 Company and the related unaudited statements consolidated statement of operations, comprehensive income, intercompany investment stockholder’s equity and cash flows for of the six-month period then ended, Company and related notes thereto as of and for the corresponding period of six months ended June 30, 2024 and 2023 (the preceding fiscal year“SEC Interim Financial Statements” and, together with management’s discussion and analysis of financial condition and results of operations for the respective periods covered thereby. The financial statements delivered pursuant to clause (ii) above shall be in a form thatSEC Audited Financial Statements, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X.“SEC Financial Statements”). (b) Seller In the event the Closing does not occur prior to September 30, 2024, the Company shall deliver to Buyer Parent the consolidated balance sheets and related consolidated statements of operations, comprehensive income, stockholder’s equity and cash flows of the Company and related notes thereto as of and for the periods that would be required to be filed with the SEC by the Parent on a Current Report on Form 8-K in connection with the Closing (the “Required SEC Financial Statements”) in the time periods set forth in this paragraph (b). In the event the Required SEC Financial statements are the audited consolidated balance sheets and related consolidated statements of operations, comprehensive income, stockholder’s equity and cash flows of the Company and the related notes thereto as of and for the years ended December 31, 2024 and December 31, 2023 (together with an unqualified opinion of independent public accountants, the “2024 SEC Audited Financial Statements”), the Company shall deliver such 2024 SEC Audited Financial Statements to Parent no later than December 15March 25, 2005 2025. In the event the Required SEC Financial statements are the reviewed consolidated unaudited balance sheet of the Business as of October 29, 2005 sheets and the related unaudited statements consolidated statement of operations, comprehensive income, intercompany investment stockholder’s equity and cash flows for of the nine-month Company and related notes thereto as of an interim period then ended, and for the corresponding prior year interim period of the preceding fiscal year, together with management’s discussion and analysis of financial condition and results of operations for the respective periods covered thereby (the financial statements, reports and other information described in this Section 6.16(b) and Section 6.16(a“Updated SEC Interim Financial Statements”), the “Required Financial Information”). The financial statements delivered pursuant to this paragraph (b) shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (c) Provided that Buyer provides Seller and its representatives with reasonable access to the personnel, properties, books and records of the Companies and the Transferring Subsidiaries, Seller Company shall deliver to Buyer Parent such Updated SEC Interim Financial Statements no later than April 29, 2006 thirty-five (i35) days after the audited balance sheets last day of the Business as of January 28, 2006 and the related audited statements of income, intercompany investment and cash flows for the fiscal year ended January 28, 2006, together with management’s discussion and analysis of financial condition and results of operations for the periods covered thereby and (ii) the unqualified report of PWC on such financial statements. Buyer and its Affiliates (including the Companies and the Transferring Subsidiaries following the Effective Time) shall provide Seller with all assistance requested by Seller that is necessary or desirable for Seller to satisfy its obligations under to this Section 6.16(c). Buyer shall reimburse Seller for 50% of the reasonable out-of-pocket costs and expenses paid by Seller to PWC in connection with the financial statements and related matters contemplated by this Section 6.16(c) to the extent such costs and expenses are in addition to those otherwise incurred by Seller in connection with the preparation of its audited consolidated financial statements for its 2005 fiscal yearinterim period. The financial statements delivered pursuant to this Section 6.16(c) Parties agree the term “SEC Audited Financial Statements” shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (d) Seller shall use its reasonable best efforts to obtain PWC’s consent modified to include the any 2024 SEC Audited Financial Statements and the financial statements described in Section 6.16(c)(i) in Buyer’s filings with the term “SEC and Interim Financial Statements” shall be modified to include any offering memorandum related Updated SEC Interim Financial Statements if their delivery is required prior to the Financing. Each of Buyer and Seller shall bear 50% of the reasonable out-of-pocket costs and expenses paid to PWC in connection with obtaining such consentsClosing.

SEC Financial Statements. The following Seller shall cooperate in good faith with the Buyer Parties in connection with the preparation by the Buyer Parties and its accountants of financial information shall be delivered and other financial disclosure of Buyer Parties relating to the transactions contemplated by this Agreement and the Combined Business, including without limitation, the Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure required by Regulation S-K relating to the Combined Business ("MD&A"). Buyer will draft and have responsibility for preparing the MD&A, and Seller will support the preparation of the MD&A by providing information, explaining variances and reviewing drafts of this disclosure. Seller will provide to Buyer in a timely manner: within the timeframes listed below unaudited balance sheets and statements of income (which shall include income statements that allocate to the applicable fiscal periods matters and adjustments that are typically only made at fiscal year end), shareholders' equity and cash flow of the Combined Business, including the notes thereto (collectively, the "Quarterly Financial Statements"): (a) Seller for each fiscal 2005 quarter ended prior to the Closing Date (other than the quarter ended April 3, 2005, which is included in the Financial Statements), which financial statements shall deliver be provided to Buyer no later than November 440 days after the Closing Date, 2005: (b) for (i) management’s discussion and analysis of financial condition and results of operations with respect to the Financial Statements fourth fiscal quarter in the fiscal year ended December 28, 2003, and (ii) the unaudited balance sheet each of the Business as of July 30four fiscal quarters in the fiscal year ended January 2, 2005 and the related unaudited statements of income2005, intercompany investment and cash flows for the six-month period then ended, and for the corresponding period of the preceding fiscal year, together with management’s discussion and analysis of financial condition and results of operations for the respective periods covered thereby. The which financial statements delivered pursuant to clause (ii) above shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (b) Seller shall deliver provided to Buyer no later than December 15June 30, 2005 the unaudited balance sheet of the Business as of October 29, 2005 and the related unaudited statements of income, intercompany investment and cash flows for the nine-month period then ended2005, and for the corresponding period of the preceding fiscal year, together with management’s discussion and analysis of financial condition and results of operations for the respective periods covered thereby (the financial statements, reports and other information described in this Section 6.16(b) and Section 6.16(a), the “Required Financial Information”). The financial statements delivered pursuant to this paragraph (b) shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (c) Provided that Buyer provides Seller and its representatives with reasonable access for the stub period from the end of the last fiscal 2005 quarter ended prior to the personnelClosing Date to the Closing Date, propertieswhich financial statements for such stub period shall include a balance sheet and income statement, books without notes thereto, and records of the Companies and the Transferring Subsidiaries, Seller which financial statements shall deliver be provided to Buyer no later than April 2940 days after the Closing Date; provided that if the Closing occurs on or before June 30, 2006 2005, Seller will provide Buyer with the financial information described in clauses (ia) and (c) above by the audited balance sheets earlier of (x) July 22, 2005 and (y) 40 days after the Business as Closing Date. The Quarterly Financial Statements shall be prepared in a manner consistent with the Carve Out Audited Financial Statements. If at any time prior to seven (7) months after the Closing Date the Buyer Parties (in order to comply with the requirements of January 28, 2006 any Authority or Laws) or Buyer's lender require any additional financial information (other than the Financial Statements and the related audited statements of income, intercompany investment and cash flows for the fiscal year ended January 28, 2006, together with management’s discussion and analysis of financial condition and results of operations for the periods covered thereby and (iiQuarterly Financial Statements) the unqualified report of PWC on or any revisions or supplements to such financial statements. Buyer and , Seller will use its Affiliates (including good faith efforts to provide such financial information as promptly as reasonably practicable; provided, however, that any auditing fees or expenses of Seller's outside auditor incurred in connection therewith shall be paid by Buyer; provided, further, that if such additional information is requested after the Companies and the Transferring Subsidiaries following the Effective Time) shall provide Seller with Closing Date, in addition to paying all assistance requested by Seller that is necessary or desirable for Seller to satisfy its obligations under to this Section 6.16(c). outside auditing costs, Buyer shall reimburse Seller for 50% Seller's other reasonable costs relating thereto. All such additional financial information provided by Seller shall be, to the knowledge of Seller, accurate in all material respects as of the reasonable dates of or for the periods covered by such additional financial information. Notwithstanding anything to the contrary contained herein (but without limiting any representation or warranty contained herein), Seller shall not be liable for any filing made or failed to be made by Buyer with the SEC or any other Authority with respect to the Assets or the Combined Business. Seller's obligation to incur out-of-pocket costs and expenses paid by Seller to PWC in connection with preparing the financial statements (other than the Financial Statements) and related matters additional financial information contemplated by this Section 6.16(c) to 5.16 shall not exceed in the extent such costs and expenses are in addition to those otherwise incurred by Seller in connection with the preparation of its audited consolidated financial statements for its 2005 fiscal year. The financial statements delivered pursuant to this Section 6.16(c) shall be in a form that, at the time of delivery, Seller reasonably believes to have been prepared in accordance with GAAP as required by Regulation S-X. (d) Seller shall use its reasonable best efforts to obtain PWC’s consent to include the Financial Statements and the financial statements described in Section 6.16(c)(i) in Buyer’s filings with the SEC and any offering memorandum related to the Financing. Each of Buyer and Seller shall bear 50% of the reasonable out-of-pocket costs and expenses paid to PWC in connection with obtaining such consentsaggregate $250,000.